Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  i
Annual Report & Accounts
for the year ended 30 June 2015 Business performance
Financial highlights  . . . . . . . . . . . . . . . . . . . . . . . 01
Chairman’s statement  . . . . . . . . . . . . . . . . . . . . . 02
Chief Executive’s review  . . . . . . . . . . . . . . . . . . . 03-04
Strategic report .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  05-17
Corporate governance
Report of the directors  . . . . . . . . . . . . . . . . . . . . 18-19
Statement of directors’ responsibilities  . . . . . . . . 20
Consolidated financial statements
Independent auditors’ report to the  
members of Brooks Macdonald Group plc  . . . . . 22-23
Consolidated statement of  
comprehensive income  . . . . . . . . . . . . . . . . . . . . 24
Consolidated statement of financial position  . . . 25
Consolidated statement of changes in equity  . . . 26
Consolidated statement of cash flows  . . . . . . . . 27
Notes to the consolidated financial statements  . . 28-60
Company financial statements
Independent auditors’ report to the  
members of Brooks Macdonald Group plc  . . . . . 61
Company balance sheet   . . . . . . . . . . . . . . . . . . . 62
Notes to the company financial statements   . . . . 63-68
Shareholders’ information
Explanatory notes to the Annual General  
Meeting resolutions   . . . . . . . . . . . . . . . . . . . . . . 69-70 
Notice of Annual General Meeting   . . . . . . . . . . 71-73 
Form of Proxy   . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Other information
Directors and advisers   . . . . . . . . . . . . . . . . . . . . IBC
Contents Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  01
Financial highlights
+13%
Discretionary funds under  
management increased from  
£6 . 55 billion to £7 . 41 billion  
during the year .
+13%
Underlying pre-tax profit*  
for the year was £15 . 078 million  
compared to £13 . 316 million  
in 2014 .
+8%
Pre-tax profit for the year  
was £11 . 420 million compared  
to £10 . 568 million in 2014 .
+6%
Underlying basic earnings per 
share* increased from 86 . 24p  
to 91 . 33p
+17%
Total dividend per share has 
increased from 26 . 0p to 30 . 5p, 
including a proposed final dividend  
of 20 . 5p per share .
Funds under management (£m) Earnings per share (p)
7,410
6,550
5,110
3,520
2,969
2011 2012 2013 2014 2015
68.30
69.01
65.88
57.43
51.92
2011 2012 2013 2014 2015
30.5
26.0
22.5
18.5
15.0
2011 2012 2013 2014 2015
Dividend per share (p)
* Excludes acquisition costs, finance costs of deferred consideration and amortisation of intangible assets . 02  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Chairman’s statement
Christopher Knight Chairman
This has been a year of 
significant progress in which 
we have continued to invest in 
the Group’s future, increased 
our profits and grown our 
funds under management.
Underlying pre-tax profits for the year were 
£15 . 1m (2014: £13 . 3m), a rise of 13 . 5%, 
and underlying earnings per share have 
risen to 91 . 33p (2014: 86 . 24p) .
The board is recommending a final dividend 
of 20 . 5p per share which, if approved by 
shareholders, will result in total dividends 
for the year of 30 . 5p . This represents an 
increase of 17% over the total dividends 
paid the previous year of 26 . 0p per share . 
The final dividend will be paid on 28 October 
2015 to shareholders who are on the register 
at the close of business on 25 September 
2015 . We remain cash generative as a 
business and your board will continue  
its progressive dividend policy .
Our discretionary funds under management 
grew strongly over the year and as at 30 June 
2015 totalled £7 . 41bn (2014: £6 . 55bn), a 
rise of 13 . 13% . This compares favourably  
to the growth of the WMA index of 3 . 75% . 
In August we were pleased to announce 
the appointment of Andrew Shepherd  
as the Group’s Deputy Chief Executive . 
Andrew joined Brooks Macdonald in 2002 
and for the last seven years has been joint 
managing director of Brooks Macdonald 
Asset Management (‘BMAM’) . At the  
same time Nick Holmes was appointed  
the sole Managing Director of BMAM . 
These appointments broaden the senior 
management team and will provide Chris 
Macdonald with more time to focus on 
delivering the Group’s growth ambitions .
The Group has continued to change  
and develop over the last year . We are 
undertaking a complete IT upgrade for  
all our investment businesses, we continue 
to invest in regulatory oversight, our 
investment performance remains strong 
and we remain focused on delivering high 
performance and service standards for  
our clients . We have grown the business 
organically over the last year and with  
the continued changes to the regulatory 
landscape we are pleased with the progress 
we have made .
 
Christopher Knight 
Chairman
16 September 2015
We have grown the business organically over the last year and 
with the continued changes to the regulatory landscape we are 
pleased with the progress we have made. Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  03
Chief Executive’s review
Chris Macdonald Chief Executive
Introduction
I would like to start by thanking all our 
staff for their hard work for the Group 
over the last 12 months . In an industry  
that is highly dynamic, from a regulatory, 
distribution and market perspective, the 
Group has made significant progress and 
this is only possible with their commitment .
Over the year we achieved double digit 
growth in underlying pre-tax profits, 
continued to increase our discretionary 
funds under management, improved our 
distribution both on and offshore and 
continued to invest in infrastructure, 
governance and IT, as well as remaining 
one of the Sunday Times Best 100 
companies to work for . 
We also successfully moved our London 
head office in May to new West End 
premises; this will facilitate further 
expansion and underlines our growth 
ambitions for the future . We have also 
broadened the senior management  
team and, coupled with our continued 
investment programme, these developments 
have the objective of ensuring we continue 
to grow in a highly disciplined manner .
Funds under management
Our discretionary funds under management 
rose to over £7 . 4bn, an increase of over 
£860m over the year . This represents an 
increase of 13 . 1% supported by investment 
markets; investment performance across 
the Group accounted for £218m and net 
new business for £645m . Across the 
business we have three avenues for growth 
in our discretionary funds; our Bespoke 
Portfolio Service (‘BPS’), Managed Portfolio 
Services (‘MPS’) and Funds . In all cases  
we work closely with institutions and 
professional intermediaries to introduce 
business and I am delighted that we now 
work with over 770 firms both in the  
UK and offshore . We remain firmly 
committed to working closely with  
these firms and are grateful for their 
ongoing and growing support .
Our core offering, BPS, which targets 
individuals with £200,000 or more to 
invest, continues to attract funds and our 
service is split between the management  
of pension funds (largely Self Invested 
Personal Pensions –‘SIPPs’) private  
portfolios and charities and trusts . The 
dynamics behind all three areas constantly 
evolve . Pension legislation changes continue 
to make SIPPs more attractive but at the 
same time ‘lifetime caps’ now restrict the 
size of individual pension funds . Private 
portfolios remain a significant area of 
growth, which is supported by the backdrop 
of a low interest rate environment, and we 
are also seeing growth in our trust remits, 
most notably offshore .
MPS, which is a discretionary service 
targeted at those with £20,000 or more  
to invest, has three areas of growth .  
The first two relate to smaller investment 
clients, firstly those portfolios that we 
administer and secondly, portfolios  
that are held on external administrative 
platforms . In both cases there have been 
pricing pressures over the last few years 
that have now plateaued .
This has been a year of substantive progress for the group. 
We have continued to grow funds under management and 
increase profits whilst making considerable progress on our 
IT development, our distribution, improving our governance, 
completing two strategic alliances, broadening the senior 
management team and moving our head office. 04  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Chief Executive’s review 
continued
Funds under management 
continued
The third area of growth for MPS is the 
multi-asset funds which sit within our 
Funds business . The growth of our Funds 
business, which now has £663m under 
management (2014: £518m), stems  
from our specialist funds as well as  
the multi-asset funds within MPS . 
In our Channel Islands business there  
have been some management changes  
as well as increased collaboration with 
professional intermediaries overseas . The 
business is now more integrated into the 
Group . Funds under management have 
now grown to £1 . 16bn .
In all cases we manage money on a team 
and risk based approach, working off  
a centralised investment process . This 
continues to deliver strong risk adjusted 
returns for our clients and allows the 
business to publish its performance data, 
ensuring a robust and scalable investment 
management proposition .
Braemar Estates, our specialist property 
manager, had a tough year . Whilst  
assets under administration are broadly 
unchanged, new business in the first half 
was slower than we had hoped for . This 
has been addressed in the second half 
with mandate wins that will benefit the 
second half of the new financial year .
Financial planning has had a mixed year; 
our consulting business was ahead of 
expectations but employee benefits proved 
more challenging than we had hoped,  
not assisted by the substantive changes 
required to deliver an auto enrol solution 
to businesses in a profitable manner . This 
is an area where we are looking to dovetail 
more work with our Asset Management 
business and I expect progress here over 
the next six months and beyond .
Industry background
The amount of change in the sector and 
industry does not slow down . In the sector 
we continue to see consolidation and  
I believe this trend will continue largely  
due to the growth of wealth management 
as an industry and the high cost base 
required to be able to manage and 
administer client assets .
Regulatory costs have been high over  
the past two years with the required 
repapering of all clients, the Retail 
Distribution Review (‘RDR’), FATCA and 
the like, but we believe these have now 
stabilised . However, MiFID II, which will 
impact in January 2017 will bring further 
business requirements and additional 
costs . We are sheltered to some degree  
as we are undertaking a full IT system 
upgrade, which is due to be completed  
in the final calendar quarter of 2016 .  
We have built in as many of the known 
requirements of MiFID II as possible into 
the system specifications to enable us to 
comply with this new European legislation .
Strategies for growth
We continue to focus on our core 
strategies for growth: organic, service  
and performance development and 
on-going investment in the business .
Our main strategic focus remains working 
with quality professional advisers . We have 
seen this sector grow in the UK over the 
last 12 months and the opportunities to 
work with more firms across all of our 
regional offices is greater today than 
before the implementation of RDR in  
2012 . Offshore, we are focussing on  
three principal areas: South Africa, where 
we have recently obtained regulatory 
permissions to market our services to 
intermediaries and clients alike; the Far 
East (mainly MPS funds); and the Middle 
East working with intermediaries .
We continue to grow the number of firms 
where we have strategic relationships  
and I am pleased that this has grown  
to 17 during the past financial year .
In addition to organic opportunities we 
always look to recruit quality experienced 
staff across the Group and we will continue 
with our successful trainee programme .
Summary and outlook
This has been a year of substantive progress 
for the business . We have continued to 
grow funds under management and 
increase profits whilst making considerable 
progress on our IT development, our 
distribution, improving our governance, 
completing two strategic alliances, 
broadening the senior management  
team and moving our head office . 
Over the coming year we will look to 
continue with the progress made and  
look to drive performance, service and  
new business . Investment markets remain 
volatile and this is clearly a headwind for 
the industry as a whole, but encouragingly 
our new business has been strong for the 
first quarter of the new financial year .
 
Chris Macdonald 
Chief Executive
16 September 2015 Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  05
Principal activities 
The Group is an integrated wealth management group offering a range of fee based bespoke advice and services principally to private high 
net-worth individuals, charities and trusts . The Group offers the services through six principal companies and operates out of ten UK based 
offices giving broad geographic coverage and two offshore offices in Jersey and Guernsey . 
Company Location Services Clients 
Brooks Macdonald Asset 
Management Limited  
(‘BMAM’)
London, Hampshire, 
Manchester, Tunbridge 
Wells, Edinburgh, 
Taunton, York and 
Leamington Spa
Discretionary investment
management, custody,  
nominee and dealing
Private individuals, charities and trusts
Brooks Macdonald Financial 
Consulting Limited (‘BMFC’)
London and York Independent financial advice,  
personal tax and mortgage services
Employee benefits consultancy
Private individuals and families
Businesses and their employees
Brooks Macdonald Funds  
Limited (‘BMF’)
Hale and London Manager to a range of regulated 
OEICs and specialist property and 
structured return funds 
Private individuals, charities and trusts
Braemar Estates (Residential) 
Limited 
Hale Estate and block property 
management
Institutions, property fund managers 
and private individuals
Brooks Macdonald Asset 
Management (International)  
Limited (‘BMI’)
Jersey and Guernsey Discretionary investment 
management, custody, nominee, 
dealing, advisory and stockbroking 
Private individuals, charities and trusts
Brooks Macdonald Retirement 
Services (International) Limited 
(‘BMRSI’)
Jersey and Guernsey Independent financial advice Private individuals, families, trusts  
and businesses
Strategic report 06  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Strategic report 
continued
Performance for the year 
The financial year 2015 has seen some uncertainty and volatility in the financial markets and yet despite this the Group has increased 
revenue by 12% to £77 . 69m (2014: £69 . 13m) . Underlying profits before tax have increased by 13% to £15 . 08m (2014: £13 . 31m) and profit 
before tax has increased by 8% to £11 . 42m (2014: £10 . 57m) .
Extracts from the Consolidated Statement of Comprehensive Income
2015 
£m
2014 
£m
Operating revenue 77.7 69 . 1
Underlying operating expenses (62.5) (55 . 8)
Net finance income and losses on investments (0.1) –
Underlying profit before tax
1
15.1 13 . 3
Underlying operating margin
2
19.4% 19 . 2%
Profit before tax 11.4 10 . 6
Effective tax rate 20.9% 14 . 3%
Taxation (2.3) (1 . 5)
Profit after tax 9.1 9 . 0
Underlying earnings per share 91.33p 86 . 24p
Earnings per share 68.30p 69 . 01p
Dividend per share
3
30.5p 26 . 0p
1
  Profit before tax excluding charges in relation to amortisation of client relationships, finance costs and adjustments to deferred consideration and acquisition costs .
2
 Underlying profit before tax as a % of operating revenue .
3
 The total interim dividend and final proposed for the financial year .
Underlying operating expenses
The major part of the underlying operating expenses of the Group are staff costs comprising 66% (2014: 65%) and of the total staff costs, 
37% (2014: 38%) were variable costs . During the year the Group continued to invest into enhanced IT systems in order to improve the 
services we offer clients and to realise operational efficiencies across the business as a whole .
In May 2015, on the expiry of the leases on our offices, we moved into new head office premises in the West End giving the Group further 
room for expansion and the benefits of locating all staff on one floor . The additional costs of this new property are estimated at £0 . 7m in a 
full year .
In line with the increasing regulatory requirements of the financial services industry generally we are also investing further in our corporate 
governance, risk and compliance departments and we have incurred an increase in the levies from the FSCS to £0 . 5m (2014: £0 . 3m) .
Underlying profit before tax 
Underlying profit before tax and underlying earnings per share are non GAAP alternative performance measures, considered by the board to 
be a better reflection of true business performance than looking at the Group’s results on a statutory basis only . These measures are widely 
used by research analysts covering the company . Underlying results exclude expenditure falling into the categories explained below and a 
full reconciliation between underlying profit and the profit attributable to shareholders is provided in the following table .  Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  07
Reconciliation of underlying profit before tax to profit before tax
2015
£m
2014
£m
Underlying profit before tax 15.1 13 . 3
Amortisation of client relationships and software (2.7) (2 . 2)
Finance costs on deferred consideration (0.8) (0 . 3)
Changes in fair value of deferred consideration (0.1) –
Acquisition costs (0.1) (0 . 2)
Profit before tax 11.4 10 . 6
Amortisation of client relationships and software (note 14)
As explained in notes 2(d) and 2(m), client relationship intangible assets are created in the course of acquiring funds under management . 
The amortisation charge associated with these assets and software represents a significant non-cash item and it has therefore been 
excluded from underlying profit, which represents largely cash-based earnings .
Finance costs and changes in fair value of deferred consideration
When the Group makes acquisitions of both corporate entities and teams of fund managers in the course of acquiring funds under management 
the typical structure of the acquisition, in order to continue to incentivise and motivate the vendors, is to make deferred payments over a period  
of time based on the retention and growth in funds under management . The initial estimated fair value of the deferred payments will be based on 
future projections of funds under management and where the actual payment is different from the original estimates then charges or credits will 
be made in arriving at the profit before tax . The directors consider that the effect of these changes to the original projected payments can distort 
the results of a particular period and have therefore excluded them from underlying profit . 
Initial estimates of the deferred cash payments are recognised in the financial statements at their present value based on an inherent rate of 
implied interest . The difference between the discounted present value of deferred consideration and the estimated future cash payment is 
recognised as a charge over the duration of the deferral period in arriving at profit before tax . The directors consider that this charge, which  
is a non-cash item can distort the results of a particular period and have therefore excluded the charge from underlying profit .
Acquisition costs
The acquisition cost in the year were incurred in relation to the purchase of Levitas Investment Management Services Limited .
Cash resources and regulatory capital
The Group is cash generative and cash flow from operating activities as detailed in note 26 increased to £20 . 1m (2014: £13 . 7m) . During the year, 
as detailed in the Consolidated Statement of Cash Flows on page 27, deferred consideration payments in respect of acquisitions increased by 
£6 . 6m over the previous year which, together with increased payments for intangible assets and dividends paid to shareholders, resulted in an 
increase in cash resources at the year end of £1 . 2m to £19 . 3m (2014: £18 . 1m) . The Group had no borrowings at 30 June 2015 (2014: £nil) .
As required under Financial Conduct Authority (FCA) rules and both Jersey and Guernsey Financial Services Commissions we perform a regular 
Internal Capital Adequacy Assessment Process (ICAAP) and Adjusted Net Liquid Asset (ANLA) calculation which includes performing a range of 
stress tests to determine the appropriate level of regulatory capital and liquidity that the Group needs to hold . Surplus levels of capital are forecast 
taking into account investment requirements and proposed dividends to ensure that appropriate buffers are maintained . The Group’s Pillar 3 
disclosures are published annually on our website (www . brooksmacdonald . com) .
Segmental review
The Group reports its results in four key operating segments; Investment management, Financial planning Fund and property management 
and Channel Islands . The principal activities of the Group are described in detail above on page 5 . 
Strategic report 
continued 08  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Segmental review continued
One of the key performance indicators is the growth in discretionary funds under management in total across all parts of the Group which 
are reported on a quarterly basis throughout the year . The increase in the year is analysed in the table below .
Funds under 
management (£m) 
At 1 July 2014 6,550
Inflows – net new discretionary business* 645
– acquisitions –
– investment growth 218
At 30 June 2015 7,413
Organic growth net of markets 9 . 8%
Total net growth 13 . 2%
*  Includes clients leaving and capital or income withdrawals of larger than £50,000 for Bespoke Portfolio Service (‘BPS’) and larger than £20,000 for Managed Portfolio 
Service (‘MPS’) .
A large proportion of the net new discretionary business comes from professional intermediaries with whom we have worked over a 
number of years . As well as introducing discretionary management funds they also introduce to other parts of the Group and the number  
of introducing firms has increased to 770 (2014: 670) at 30 June 2015 .
Investment management 
The investment management service is the core part of the Group contributing 70% (2014: 71%) of the Group turnover and delivering  
96% (2014: 85%) of the Group profit on a segmental basis as detailed in note 3 to the consolidated financial statements . Investment 
management principally provides discretionary investment management to private investors, charities and trusts through BPS and MPS . 
Despite considerable changes within the industry and volatility within the financial markets we have continued to grow funds under 
management (‘FUM’) as shown in the table above . 
Financial planning
The financial planning business delivers both fee based financial planning to high net-worth individuals and employee benefits consultancy 
to small and medium sized employers throughout the UK and remains a major introducer of new investment management to the Group . 
During the year there was further revenue growth to £4 . 2m (2014: £4 . 0m) as the business continued to invest in additional staff and 
systems, particularly as part of the employment benefits consultancy resulting in a small loss for the year of £0 . 1m (loss 2014: £0 . 1m) .  
The Board believes that the business is now positioned to return to profitability in the next financial year . 
Fund and property management
It has been another year of considerable growth for Brooks Macdonald Funds, as part of the increase in the table shown above, with  
total FUM increasing by 28% to £663m (2014: £518m) at 30 June 2015 . This growth was achieved both organically through the net new 
investment in the existing seven funds, as well as by the investment in North Row Capital LLP, which manages the Liquid Property Fund that 
was launched in February 2014 and has contributed £30m to the year end total of FUM . The Group exercised its option to acquire Levitas 
on 31 July 2014 with FUM of £89m and at 30 June 2015 this had increased to £114m .
Brooks Macdonald Funds has broken even for this financial year and given the current level of FUM and projected growth it is expected to 
make a net contribution to the Group in the year ending 30 June 2016 .
Braemar Estates has had particularly difficult year with assets under administration broadly unchanged at £1 . 14bn (2014: £1 . 13bn) against an 
increased cost base and the loss of a number of mandates . New business instructions were slower in the first half of the financial year than 
anticipated although this has improved and the benefits of this will be seen in the second half of the new financial year . Since the year end a 
strategic review of the business had been undertaken resulting in a number of changes to the board of Braemar Estates which the directors 
believe will result in an improved performance in the forthcoming year .
Strategic report 
continued Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  09
Channel Islands
Our Channel Islands business as detailed above comprises BMI and BMRSI both operating in Jersey and Guernsey and results from the 
acquisition of Spearpoint Limited in November 2012 and DPZ Capital Limited (‘DPZ’) in April 2014 . 
During the year both businesses have undergone significant changes in personnel and integration costs following the acquisition of DPZ  
and during the year the both the chief executives of BMI and BMRSI left the Group resulting in some one-off costs . Darren Zaman has been 
appointed as CEO and has led a reorganisation of the structure of the businesses and the services offered, including the initiation of an 
international MPS and the development of links with professional intermediaries overseas focussing on three principal areas: South Africa, where 
we have recently obtained regulatory permissions to market our services to intermediaries and clients alike; the Far East; and the Middle East .
The profits from the Channel Islands as shown in the segmental analysis on page 35 have reduced in the year to £1 . 3m (2014: £2 . 4m) as a 
result of the increased costs and a reduction in some of the higher margin but more transactional revenues . With a number of opportunities 
that we are pursuing internationally, the directors believe there will be an improvement in profitability in year to 30 June 2016 .
Corporate governance
The principal board committees are the Audit, Remuneration and Risk and Compliance committees, all of which have specific terms of 
reference which are periodically reviewed and approved by the Board . These terms of reference are available on the Group website .
Audit Committee
The members of the Audit Committee are three of the non-executive directors: Richard Price (Chairman), Christopher Knight and Colin 
Harris . Richard Price became a member of the committee from the date of his appointment to the board, 1 August 2014, and was 
appointed Chairman on 8 September 2014 in succession to Christopher Knight . The board is satisfied that all members of the committee 
have recent and relevant financial experience .
The committee met four times during the year ended 30 June 2015 . As well as being responsible for reviewing the external audit 
arrangements with regard to compensation, scope and period of office, the committee also considers the accounting policies of the  
Group and the significant issues and judgements in connection with statutory financial reporting .
The committee reviews the audit control memorandum and the audit engagement letters and has discussions with the auditor without 
management present .
Risk and Compliance Committee
The Group’s risk management framework is designed to ensure risks are identified, reported and managed at every level of the corporate 
structure . Individual business units follow documented processes and procedures and their activities are monitored on an ongoing basis . 
Monitoring output is reported to business managers and identified risks are reported to business-level risk committees . Each risk committee  
is responsible for reviewing identified risks and implementing procedure reviews and mitigating action as necessary . Identified risks are 
ranked according to potential impact and reported up through the risk management framework according to the Group’s escalation policy . 
Business-level risk committees report to a Group Risk Committee and, ultimately, to the Risk and Compliance Committee of the Group 
Board .
The membership of the Risk and Compliance Committee is made up of the Group’s four non-executive directors and is chaired by Colin Harris . 
Business managers and representatives from the legal, risk and compliance functions attend committee meetings as necessary to report on 
identified risks and mitigating action .
During the year ended 30 June 2015 the committee met on seven occasions . Its principal responsibilities include monitoring identified risks 
and the effectiveness of mitigating action, keeping risk assessment processes under review, assessing material breaches of risk limits and 
reviewing client complaints .
The Group’s risk management framework is subject to ongoing review .
The principal risks identified as having a potential material impact on the Group are detailed below, together with the principal means  
of mitigation .
Financial risks
The Group’s principal financial risks relate to credit risk, liquidity risk and market risk and the measures and policies for the management of 
those risks are set out in note 32 to the consolidated financial statements . Further details on capital management processes can be found  
in note 33 .
Strategic report 
continued 10  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Non-financial risks
The significant non-financial risks faced by Group have been reviewed by the committee, which believes they remain broadly the same  
as in previous years and are as follows:
Reputational risk
Impact
The Group has a growing reputation as a provider of high quality 
investment and wealth management services . There is a risk that 
significant damage to reputation could lead to the loss of existing 
clients as well as impacting on the ability to gain new clients, which 
would lead to a fall in financial income . Such risk could arise from 
events such as poor investment performance, poor client service  
or regulatory censure .
Mitigation
This risk is minimised by ensuring the Group maintains a culture  
of high ethical and professional standards whilst focussing on 
delivering a first class service to all of our clients . The Group 
maintains separate, independent risk and compliance departments, 
which ensures conformity with the regulations of the Financial 
Conduct Authority, as well as relevant statutes, in all of our  
dealings with our clients .
Regulatory risk
Impact
The sector in which the Group operates is heavily regulated and  
any breach of regulations could lead to fines or disciplinary action 
against the Group or its staff .
Mitigation
The Group monitors compliance with existing law and regulations 
and keeps abreast of future changes to assess likely business impact 
and to ensure that the Group has sufficient resources to implement 
any necessary changes .
People risk
Impact
Our business is dependent on client relationships with our staff . 
Operating in a competitive market there is a risk of loss of existing 
clients due to poor performance or service, a failure to respond  
to changes in the market place, or the loss of key investment 
professionals .
Mitigation
To minimise this risk, the Group continues to invest in its employees 
and monitors developments in the marketplace in which it operates 
to ensure that the Group continues to offer a wide range of services . 
Recruitment policies are designed to attract high quality staff and 
the Group regularly reviews and benchmarks its remuneration 
packages and contractual arrangements and motivation is measured 
through a sentiment index . Structured training is provided by the 
Group’s Learning & Development team .
Technology risk
Impact
A key part of the high quality service delivered to clients is  
facilitated by a flexible and robust internal ICT infrastructure .
Mitigation
New ICT projects are regularly reviewed and appraised at board 
meetings in order to ensure that the Group continues to develop 
and maintain its ICT capabilities . Business continuity is assured 
through our network of offices and our remote working capabilities .
Strategic report 
continued Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  11
Non-financial risks continued
Operational risk
Impact
Operational risk is the risk that the Group suffers a loss of business 
resulting from inadequate or failed internal processes, people  
and systems or from the failure of outsourcing partners or  
external suppliers .
Mitigation
Due diligence takes place prior to the commencement of any 
outsourcing or supply, to maintain a robust procurement process 
and good contract governance . We keep our key outsourcing 
partners under review and have in place procedures to regularly 
assess the performance of such suppliers as well as identifying 
suitable and viable alternatives .
Investment performance risk
Impact
There is a risk that portfolios will not meet their investment 
objectives which could result in the Group suffering loss of business . 
There is a risk on the suitability of portfolios for clients and where 
the suitability responsibility lies between a professional introducing 
the client and the group company .
Mitigation
Portfolio performance, valuations and risk profiles are monitored 
by management, allowing issues to be identified and mitigated  
as they arise . The Group has in place BITA Monitor portfolio risk 
oversight tools to assist with supervising portfolio management . 
The Group keeps its client documentation under review and 
updates it regularly to ensure clients are properly informed  
about investment policy and risks .
Remuneration Committee
The Remuneration Committee comprises Diane Seymour-Williams (Chair), Christopher Knight and Colin Harris . The committee (in 
consultation with the Chief Executive) determines the specific remuneration packages for each executive director and certain senior 
executives including base salary, annual bonus, long-term incentives, benefits and terms of employment . The committee is also responsible 
for setting the broad parameters for the annual base salary review for all staff across the Group and reviews all awards made under various 
long-term incentive schemes operated by the Group . 
Remuneration policy
Brooks Macdonald recognises the importance of its employees to the success of the Group and consequently the remuneration policy  
is designed to be market competitive in order to attract, retain and motivate high-calibre individuals . External third party data is used  
to validate rather than to benchmark the total reward .
The remuneration policy, which applies to directors and employees of the Group, is based on the following key principles:
• designed to encourage the retention of staff through deferred variable compensation, where appropriate; 
• the need to provide a market competitive balanced package of benefits;
• inclusion of both annual and long term elements;
• differentiation by merit and performance;
• an emphasis on variable, performance driven remuneration bonus payments funded from retained profits;
• compliant with financial services rules and regulations; 
• alignment with shareholders’ interests with significant long term equity participation; and 
• clarity, transparency and fairness of process .
The current remuneration package for an executive director has four main elements: basic salary and benefits, profit related bonus, 
long-term equity based incentives and pension . The total reward is designed to include a balance of fixed and variable pay with an element  
of deferral .
Strategic report 
continued 12  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Remuneration Committee continued
Single total figure of remuneration for each director
The remuneration of directors in 2015 and 2014 is set out in the table below .
Salary and fees Taxable benefits Annual bonus
1
Long term 
incentive 
schemes
Pension related 
benefits Total
2015  
£’000
2014 
£’000
2015  
£’000
2014 
£’000
2015  
£’000
2014 
£’000
2015
2
£’000
2014
3
£’000
2015  
£’000
2014 
£’000
 2015  
£’000
2014  
£’000
Executives
C A J Macdonald 253 247 3 3 272 256 88 58 – – 616 564
N I Holmes 166 162 2 2 192 160 133 29 25 24 518 377
S J Jackson 188 167 4 3 140 120 48 38 – 18 380 346
A W Shepherd 188 167 2 2 176 160 132 29 – 18 498 376
R H Spencer 188 183 3 3 148 132 42 34 – – 381 352
S P Wombwell 194 189 3 3 104 132 159 – – – 460 324
1,177 1,115 17 16 1,032 960 602 188 25 60 2,853 2,339
Non-executives
C J Knight (Chairman) 86 75 – – – – – – – – 86 75
C R Harris (Senior  
 independent director) 45 40 – – – – – – – – 45 40
D Seymour-Williams 40 36 – – – – – – – – 40 36
R Price (appointed  
 1 August 2014) 37 – – – – – – – – – 37 –
Total 1,385 1,266 17 16 1,032 960 602 188 25 60 3,061 2,490
Notes
1
  The annual bonus represents the cash amount receivable for the relevant financial year . An additional amount of 20% for each executive director is deferred and awarded 
by way of ordinary shares under the terms of the LTIS as disclosed below in table 2 .
2
  The amounts represent the value vested in the year from three year long term incentive plans awards arising from the deferred element of the 2011 annual bonus 
together with any additional awards made on similar terms . The awards satisfied the performance conditions requiring an increase in the diluted earnings per share of 
the Company of at least 2% per annum more than the increase in the RPI over the period of three financial years starting with the financial year in which the date of the 
grant falls and ending with the financial year in which the third anniversary of the date of the grant falls . The vesting date was 20 October 2014 and the market price on 
that date was £13 . 42 .
3
  The amounts represent the value vested in the year from three-year Long Term Incentive Scheme awards arising from the deferred element of the 2010 annual bonus 
together with any additional awards made on similar terms . The awards satisfied the performance conditions requiring an increase in the diluted earnings per share of 
the Company of at least 2% per annum more than the increase in the RPI over the period of three financial years starting with the financial year in which the date of the 
grant falls and ending with the financial year in which the third anniversary of the date of the grant falls . The vesting date was 27 October 2013 and the market price on 
that date was £14 . 02 .
Notes to the single total figure of remuneration for each director table
Basic salary
Basic salary is paid monthly in cash through payroll determined by the committee and any changes are implemented from 1 July each year 
or when an individual changes position or responsibility . In deciding appropriate levels the committee considers salaries throughout the 
group and information on comparable companies of a similar size and complexity, provided by advisers to the committee . The views of the 
Chief Executive are taken into consideration when setting the salary of other directors . The base salaries of executive directors were 
increased on 1 July 2014 by a total of 2 . 6% compared to an overall average increase for all employees of 3 . 7% . 
Strategic report 
continued Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  13
Remuneration Committee continued
Notes to the single total figure of remuneration for each director table continued
Non-executive directors’ fees
The non-executive directors’ salaries were similarly reviewed and increased on average by 9 . 3% with the approval of the board to reflect 
their additional responsibilities and commitments as the Group grows . 
The Chairman’s fee was increased from £75,000 to £90,000 on 1 September 2014 and the basic non-executive director’s fee was increased 
from £36,000 to £40,000 on 1 July 2014 .
Taxable benefits
Taxable benefits are the provision of private medical insurance for the executive directors and their dependents and the provision of interest-
free season ticket loans as disclosed in note 35 to the consolidated financial statements . 
Annual bonus
Awards to executive directors and some other senior employees of the Group of profit related bonuses are made from a pool of profits in 
the region of 10-20% of the Group pre-tax profit after the payment of all bonuses to all other staff . The committee determines the overall 
size of the pool based on the performance of the Group against a number of key performance indicators including the growth in profits, 
the movement in funds under management, various internal client service metrics and the performance against budget of each of the 
operating divisions . 
The total payment to executive directors, including the amounts deferred into shares, represented 10 . 0% (2013: 10 . 9%) of Group pre-tax 
profit . The total bonus payment to all senior employees who participate in this scheme was 11 . 9% (2014: 12 . 1%) .
Awards to individual executive directors are determined by the committee following recommendations from the Chief Executive, taking  
into account a number of financial and non-financial factors . These are intended to give a broad assessment of the annual performance 
objectives of each director, including the results of the business, investment performance, net new business, management of risks facing  
the Group and cost control within each individual’s area of responsibility . 
The Remuneration Committee has decided that 20% of the bonus awarded will be made in shares deferred for a period of three years 
under a Long Term Incentive Scheme (‘LTIS’) . In addition, directors may choose to defer a further amount of any bonus awarded, up to  
a maximum of 20%, making 40% in total, into shares under the LTIS . 
Long Term Incentive Scheme (‘LTIS’) and Employee Benefit Trust (‘EBT’)
The Group established an EBT on 3 December 2010 . The Trust was established to acquire ordinary shares in the Company in connection 
with the deferred share element of the profit related bonus under the LTIS as detailed above . The EBT is also used for other long-term 
awards to members of the Board and to other senior employees .
The Remuneration Committee has made additional awards under the LTIS to certain executive directors and other senior employees .  
The conditional awards are subject to the same performance and other conditions as those applying to the deferred profit related bonus  
share options .
The LTIS awards reported are the historic awards vesting at the end of the three year cycle valued using the share price on the date of the 
vesting . In addition to the deferred element of the annual bonus described above the executive directors are awarded rights to acquire 
ordinary shares . The scheme has performance conditions attached to the deferred award, requiring a minimum growth in the diluted 
earnings per share of the Group of 2% per annum above the increase in the Retail Price Index (RPI) over the three year period .
Pensions
Executive directors may participate in the pension arrangements of the Group or receive cash in lieu of pension on the same basis as other 
employees . The Group’s contributions are currently 15% of base salary .
Strategic report 
continued 14  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Remuneration Committee continued
Directors’ interests in shares
At 30 June 2015, directors’ shareholdings were as set out in table 1 .
Table 1: Directors’ shareholdings and interest in shares at 30 June 2015
Interest in shares
Number of shares or options
Beneficially 
owned  
shares LTIS
2
Sharesave
EMI  
schemes CSOP Total 
Executives
C A J Macdonald 835,410 18,371 649 – – 19,020
N I Holmes 54,895 12,210 1,298 10,500 2,067 26,075
S J Jackson 79,534 10,991 1,298 – 2,067 14,356
A W Shepherd 47,915 13,316 1,494 – 2,067 16,877
R H Spencer 776,743 10,306 1,455 – 1,087
1
12,848
S P Wombwell 89,189 10,416 1,298 – 2,067 13,781
Non-executives
C J Knight (Chairman) 71,585 – – – – –
C R Harris (Senior independent director) 6,086 – – – – –
D Seymour-Williams 5,000 – – – – –
R Price (appointed 1 August 2014) – – – – – –
Total 1,966,357 75,610 7,492 10,500 9,355 102,957
Notes
1
  In the year ended 30 June 2015, a new award with an aggregate market value of £15,000 was made under the CSOP to R H Spencer . The number of options to be 
granted and the option price for this award will be determined based on the share price at the grant date in October 2015 .
2
  In the year ended 30 June 2015 further awards were made to the executive directors under the LTIS scheme together with the deferred element of the annual bonus 
award . The monetary values of the awards are shown below and the actual number of shares awarded will be determined based on the share price at the grant date in 
October 2015 .
Table 2: Monetary value of awards made under LTIS
Deferred 
bonus 
£’000
Additional 
awards 
£’000 
Total  
£’000
Executives
C A J Macdonald 68 – 68
N I Holmes 48 30 78
S J Jackson 35 25 60
A W Shepherd 44 40 84
R H Spencer 37 – 37
S P Wombwell 26 25 51
Total 258 120 378
Strategic report 
continued Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  15
Remuneration Committee continued
Directors’ interests in shares continued
Table 3: LTIS
Plan  
cycle
Performance 
period  
end date
Vesting  
date
At 
1 July 
2014
Granted  
in the  
year
Exercised  
in the  
year
At 
30 June  
2015 
C A J Macdonald 2010-13 30 . 06 . 2013 27 . 10 . 2013 4,112 – – 4,112
 2011-14 30 . 06 . 2014 20 . 10 . 2014 6,536 – (6,536) –
 2012-15 30 . 06 . 2015 25 . 10 . 2015 5,354 – – 5,354
 2013-16 30 . 06 . 2016 01 . 11 . 2016 4,372 – – 4,372
 2014-17 30 . 06 . 2017 14 . 10 . 2017 – 4,533 – 4,533
N I Holmes 2010-13 30 . 06 . 2013 27 . 10 . 2013 2,095 – (2,095) –
 2011-14 30 . 06 . 2014 20 . 10 . 2014 9,886 – (9,886) –
 2012-15 30 . 06 . 2015 25 . 10 . 2015 4,724 – – 4,724
 2013-16 30 . 06 . 2016 01 . 11 . 2016 2,528 – – 2,528
 2014-17 30 . 06 . 2017 14 . 10 . 2017 – 4,958 – 4,958
S J Jackson 2010-13 30 . 06 . 2013 27 . 10 . 2013 2,715 – (2,715) –
 2011-14 30 . 06 . 2014 20 . 10 . 2014 3,595 – (3,595) –
 2012-15 30 . 06 . 2015 25 . 10 . 2015 4,567 – – 4,567
 2013-16 30 . 06 . 2016 01 . 11 . 2016 2,528 – – 2,528
 2014-17 30 . 06 . 2017 14 . 10 . 2017 – 3,896 – 3,896
A W Shepherd 2010-13 30 . 06 . 2013 27 . 10 . 2013 2,095 – (2,095) –
 2011-14 30 . 06 . 2014 20 . 10 . 2014 9,804 – (9,804) –
 2012-15 30 . 06 . 2015 25 . 10 . 2015 4,567 – – 4,567
 2013-16 30 . 06 . 2016 01 . 11 . 2016 3,791 – – 3,791
 2014-17 30 . 06 . 2017 14 . 10 . 2017 – 4,958 – 4,958
R H Spencer 2010-13 30 . 06 . 2013 27 . 10 . 2013 2,405 – (2,405) –
 2011-14 30 . 06 . 2014 20 . 10 . 2014 3,105 – – 3,105
 2012-15 30 . 06 . 2015 25 . 10 . 2015 2,677 – – 2,677
 2013-16 30 . 06 . 2016 01 . 11 . 2016 2,186 – – 2,186
 2014-17 30 . 06 . 2017 14 . 10 . 2017 – 2,338 – 2,338
S P Wombwell 2011-14 30 . 06 . 2014 20 . 10 . 2014 11,847 – (11,847) –
 2012-15 30 . 06 . 2015 25 . 10 . 2015 3,780 – – 3,780
 2013-16 30 . 06 . 2016 01 . 11 . 2016 2,528 – – 2,528
 2014-17 30 . 06 . 2017 14 . 10 . 2017 – 4,108 – 4,108
Total 101,797 24,791 (50,978) 75,610
Strategic report 
continued 16  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Remuneration Committee continued
Directors’ interests in shares continued
Table 4: Sharesave
Number of options (£) (£)
Grant 
date
At 
1 July 
2014
Granted 
in the 
year
Exercised
in the 
year
Lapsed  
in the 
year
At 
30 June 
2014
Earliest 
exercise 
date
Latest 
exercise 
date
Market 
value of 
shares at 
grant 
date
Exercise 
price
C A J Macdonald 21 . 05 . 14 649 – – – 649 01 . 06 . 17 01 . 12 . 17 17 . 32 13 . 86
N I Holmes 21 . 05 . 14 1,298 – – – 1,298 01 . 06 . 17 01 . 12 . 17 17 . 32 13 . 86
S J Jackson 21 . 05 . 14 1,298 – – – 1,298 01 . 06 . 17 01 . 12 . 17 17 . 32 13 . 86
A W Shepherd 14 . 05 . 13 767 – – – 767 01 . 06 . 16 01 . 12 . 16 14 . 65 11 . 72
22 . 05 . 15 – 727 – – 727 01 . 06 . 18 01 . 12 . 18 15 . 46 12 . 37
R H Spencer 21 . 05 . 14 1,298 – – (1,298) – 01 . 06 . 17 01 . 12 . 17 17 . 32 13 . 86
22 . 05 . 15 – 1,455 – – 1,455 01 . 06 . 18 01 . 12 . 18 15 . 46 12 . 37
S P Wombwell 21 . 05 . 14 1,298 – – – 1,298 01 . 06 . 17 01 . 12 . 17 17 . 32 13 . 86
Total 6,608 2,182 – (1,298) 7,492
Sharesave Scheme (‘Sharesave’)
All directors are entitled to take part in the HMRC approved Brooks Macdonald Group Sharesave Scheme (‘Sharesave’) on the same terms 
as all other employees . Annual invitations to participate in the scheme, which commences each year on 1 June, are sent to directors and 
option grants are made at 80% of the closing mid-market price on the day of the offer .
Enterprise Management Incentive Scheme (‘EMI’) 
The Brooks Macdonald Group Enterprise Management Incentive Scheme (‘EMI’) was adopted by the shareholders of the Company on  
11 February 2005 . 
Options granted can be exercised if there has been an increase in the diluted earnings per share of the Company of at least 2% per annum 
more than the increase in the RPI over the period of three financial years starting with the financial year in which the date of grant falls  
and ending with the financial year in which the third anniversary of the date of grant falls .
Options may not normally be exercised before the third anniversary of the date of the grant and expire on the tenth anniversary of the 
grant . Due to the increase in the size of the Company it is no longer eligible under HMRC rules to grant options under this EMI scheme  
and the last options were awarded to directors under this scheme on 17 October 2007 .
Strategic report 
continued Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  17
Remuneration Committee continued
Company Share Option Plan (‘CSOP’)
Following discussions regarding remuneration structures and incentives schemes for senior employees and directors the Company decided  
to set up a CSOP which was approved by shareholders at the annual general meeting on 17 October 2013 and by HMRC on 21 November 
2013 .
The scheme is a discretionary scheme whereby employees or directors are granted an option to purchase the Company’s shares in the  
future at a price set on the date of the grant . The maximum award under the terms of the scheme for an individual is a total market value of 
£30,000 . There are performance conditions attaching to the scheme similar to those in place for the EMI Scheme above whereby there must 
be an increase in the diluted earnings per share of the Company of 2% more than the increase in the RPI over the three years starting with 
the financial year in which the option is granted .
Dilution
Not more than 15% of the issued ordinary share capital of the Company (adjusted for bonus and rights issues) will be issued for all EMI and 
share incentive schemes operated by the Company in any ten year rolling period . The Company satisfies the various equity-based schemes  
it operates using a combination of market purchased, newly issued and treasury shares .
Service contracts for executive directors
The Company has service contracts with its executive directors with a notice period of 12 months and it is company policy that such 
contracts should not normally contain periods of more than 12 months . 
External appointments
Prior approval of any new appointment is required by the Board with any fees in excess of £15,000 per annum paid to the Company .
Non-executive directors
Non-executive directors do not have contracts of employment but as with other directors are now required to stand for re-election .  
The executive directors are responsible for determining the fees of the non-executive directors who do not receive pension or other  
benefits from the Group and do not participate in any Group incentive schemes .
Strategic report 
continued 18  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
The directors present herewith their annual 
report, together with the audited financial 
statements of the Group for the year 
ended 30 June 2015 .
Results and dividends
The profit before taxation for the year 
ended 30 June 2015 was £11,420,000 
(2014: £10,568,000) and the profit after 
taxation was £9,151,000 (2014: £9,056,000) .
The Company paid an interim dividend 
during the year of 10 . 0p (2014: 7 . 0p) per 
share . The directors recommend a final 
dividend of 20 . 5p (2014: 19 . 0p) per  
share . This results in total dividends for 
the year of 30 . 5p (2014: 26 . 0p) per 
ordinary share . These dividends amount 
to a total distribution to shareholders  
of £4,102,000 (2014: £3,453,000)  
in the year .
Retirement and  
re-appointment of directors
Andrew Shepherd, Nick Holmes and Simon 
Wombwell will retire by rotation at the 
annual general meeting and are eligible  
to nominate themselves for re-election .
Directors’ indemnities 
The Company has made qualifying third 
party indemnity provisions for the benefit 
of its directors and these remain in force  
at the date of the report .
Employment policies 
Employees are encouraged to identify  
and become involved with the financial 
performance of the Group and are 
rewarded by involvement in profit sharing 
arrangements . Employees also have the 
opportunity to participate in the Group’s 
share incentive plans .
The Group considers that communication 
with our employees is very important and 
indeed vital for the success of the Group . 
Employees are informed of important 
issues by electronic mail and seminars .
The Group considers that regular training 
is extremely important . This is achieved  
by the provision of in-house and external 
training courses and the training team 
provide a number of continuing professional 
development activities . All staff are 
encouraged to report their specific training 
needs to their line managers, which are 
then co-ordinated through the central 
Learning and Development department .
The Group operates a graduate training 
scheme in respect of its trainee investment 
fund managers and financial planning 
consultants .
The Group is an equal opportunities 
employer . All job applicants and employees 
are treated fairly and on merit, regardless 
of their race, gender, marital status,  
age, disability, religious belief or sexual 
orientation . Applications from disabled 
persons are always considered and where 
employees become disabled efforts are 
made to continue their employment within 
the group by providing training and the 
supply of equipment if necessary so that 
they are able to continue their role . 
All staff have the option to take an interest 
free annual season ticket loan . To retain 
the Group’s employees and to improve 
staff morale, the Group recognises the 
need for employees to have an appropriate 
work-life balance . Long serving employees 
are entitled to additional annual leave 
dependent on their length of service .
Under the terms of the Pensions Act 2008, 
on commencing employment all eligible 
employees are ‘auto-enrolled’ into the 
Group pension scheme .
Report of the directors
Directors and their interests
The directors of the company, who were in office during the year and up to the date of 
signing the financial statements, are listed below together with their beneficial interests  
in the share capital of the Company .
At 30 June 
2015 
 Number  
of shares 
At 30 June 
2014 
 Number  
of shares 
Chairman
C J Knight 71,585 71,585
Executives
CA J Macdonald 835,410 828,874
N I Holmes 54,895 41,495
S J Jackson 79,534 79,534
A W Shepherd 47,915 48,915
R H Spencer 776,743 774,338
S P Wombwell 89,189 89,189
Non-executives
C R Harris 6,086 6,086
R Price – –
D Seymour-Williams 5,000 5,000
Details of share options held by the directors at the beginning and the end of the year can be found within the 
Remuneration Committee report on pages 11 to 17 . Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  19
Events since the end of the year
Details of events after the reporting date 
are set out in note 37 to the consolidated 
financial statements .
Independent auditors
The Audit Committee has  
recommended to the Board of  
Directors that the incumbent auditor, 
PricewaterhouseCoopers LLP, be 
reappointed . PricewaterhouseCoopers LLP 
have expressed their willingness to 
continue in office as auditor and a 
resolution to reappoint them as auditor 
will be proposed at the forthcoming 
annual general meeting .
Each of the directors in office at the  
date of signing this report confirms that, 
so far as they are aware, there is no 
relevant audit information of which the 
Company’s auditor is unaware . Each 
director has taken all reasonable steps 
that he or she ought to have taken as a 
director in order to make him or herself 
aware of any relevant audit information 
and to establish that the Company’s 
auditor is aware of that information .
Annual general meeting
The 2015 annual general meeting will be 
held on 27 October 2015 at 72 Welbeck 
Street, London, W1G 0AY . The notice of 
the meeting is on pages 71 to 73 with 
details of the resolutions proposed and 
explanatory notes on pages 69 to 70 .
On behalf of the Board of Directors .
 
S Broomfield 
Company Secretary
16 September 2015
Report of the directors 
continued
Employment policies continued
As at 1 September 2015, the Company had received notification of substantial interests  
in its shares of 3% or more as follows:
Substantial shareholdings
Number  
of shares 
Percentage 
holding 
Liontrust Asset Management 2,423,872 17 . 74%
Octopus Investments 1,025,713 7 . 51%
Artemis Fund Managers 972,843 7 . 12%
Hargreave Hale 932,426 6 . 83%
C A J Macdonald 835,410 6 . 12%
R H Spencer 776,743 5 . 69%
Standard Life Investments 749,082 5 . 48%
J M Gumpel 661,265 4 . 84%
Invesco Asset Management 467,211 3 . 42% 20  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Statement of directors’ responsibilities
The directors are responsible for preparing 
the Annual Report and the financial 
statements in accordance with applicable 
law and regulations .
Company law requires the directors to 
prepare financial statements for each 
financial year . Under that law the directors 
have prepared the Group financial 
statements in accordance with International 
Financial Reporting Standards (IFRSs) as 
adopted by the European Union, and the 
parent company financial statements in 
accordance with United Kingdom Generally 
Accepted Accounting Practice (United 
Kingdom Accounting Standards and 
applicable law) . Under company law the 
directors must not approve the financial 
statements unless they are satisfied that 
they give a true and fair view of the state 
of affairs of the Group and the Company 
and of the profit or loss of the Group for 
that period . 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 IFRSs as adopted by 
the European Union and applicable 
UK Accounting Standards have been 
followed, subject to any material 
departures disclosed and explained 
in the Group and parent company 
financial statements respectively;
• prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the 
Company 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 
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 the Group and hence for taking 
reasonable steps for the prevention and 
detection of fraud and other irregularities .
The directors are responsible for the 
maintenance and integrity of the Group’s 
website . Legislation in the United 
Kingdom governing the preparation and 
dissemination of financial statements may 
differ from legislation in other jurisdictions . Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  21
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
Consolidated financial statements
Independent auditors’ report to the  
members of Brooks Macdonald Group plc  . . . . . 22-23
Consolidated statement of  
comprehensive income  . . . . . . . . . . . . . . . . . . . . 24
Consolidated statement of financial position  . . . 25
Consolidated statement of changes in equity  . . . 26
Consolidated statement of cash flows  . . . . . . . . 27
Notes to the consolidated financial statements  . . 28-60
Company financial statements
Independent auditors’ report to the  
members of Brooks Macdonald Group plc  . . . . . 61
Company balance sheet   . . . . . . . . . . . . . . . . . . . 62
Notes to the company financial statements   . . . . 63-68
Shareholders’ information
Explanatory notes to the Annual General  
Meeting resolutions   . . . . . . . . . . . . . . . . . . . . . . 69-70 
Notice of Annual General Meeting   . . . . . . . . . . 71-73 
Form of Proxy   . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Other information
Directors and advisers   . . . . . . . . . . . . . . . . . . . . IBC
Financial statements 22  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Independent auditors’ report 
to the members of Brooks Macdonald Group plc
Report on the group  
financial statements
Our opinion
In our opinion, Brooks Macdonald Group 
plc’s group financial statements (the 
‘financial statements’):
• give a true and fair view of the state of 
the Group’s affairs as at 30 June 2015 
and of its profit and cash flows for the 
year then ended;
• have been properly prepared in 
accordance with International Financial 
Reporting Standards (‘IFRSs’) as 
adopted by the European Union; and
• have been prepared in accordance with 
the requirements of the Companies 
Act 2006 .
What we have audited
The financial statements comprise:
• the Consolidated Statement of Financial 
Position as at 30 June 2015;
• the Consolidated Statement of 
Comprehensive Income for the year 
then ended;
• the Consolidated Statement of Cash 
Flows for the year then ended;
• the Consolidated Statement of Changes 
in Equity for the year then ended; and
• the notes to the financial statements, 
which include a summary of significant 
accounting policies and other 
explanatory information .
The financial reporting framework that has 
been applied in the preparation of the 
financial statements is applicable law and 
IFRSs as adopted by the European Union .
In applying the financial reporting 
framework, the directors have made  
a number of subjective judgements,  
for example in respect of significant 
accounting estimates . In making such 
estimates, they have made assumptions 
and considered future events .
Opinion on other matter 
prescribed by the Companies 
Act 2006
In our opinion, the information given in 
the Strategic Report and the Report of the 
Directors for the financial year for which 
the financial statements are prepared is 
consistent with the financial statements .
Other matters on which  
we are required to report  
by exception
Adequacy of information and 
explanations received
Under the Companies Act 2006 we are 
required to report to you if, in our opinion, 
we have not received all the information 
and explanations we require for our audit . 
We have no exceptions to report arising 
from this responsibility . 
Directors’ remuneration
Under the Companies Act 2006 we are 
required to report to you if, in our opinion, 
certain disclosures of directors’ 
remuneration specified by law are not 
made . We have no exceptions to report 
arising from this responsibility . 
Responsibilities for the 
financial statements  
and the audit
Our responsibilities and those  
of the directors
As explained more fully in the Statement 
of Directors’ Responsibilities set out on 
page 20, the directors are responsible for 
the preparation of the financial statements 
and for being satisfied that they give a 
true and fair view .
Our responsibility is to audit and express 
an opinion on the financial statements  
in accordance with applicable law and 
International Standards on Auditing  
(UK and Ireland) (‘ISAs (UK & Ireland)’) . 
Those standards require us to comply  
with the Auditing Practices Board’s Ethical 
Standards for Auditors .
This report, including the opinions,  
has been prepared for and only for  
the Company’s members as a body in 
accordance with Chapter 3 of Part 16  
of the Companies Act 2006 and for no 
other purpose . We do not, in giving these 
opinions, accept or assume responsibility 
for any other purpose or to any other 
person to whom this report is shown  
or into whose hands it may come save 
where expressly agreed by our prior 
consent in writing . Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  23
Independent auditors’ report 
to the members of Brooks Macdonald Group plc | continued
What an audit of financial  
statements involves
We conducted our audit in accordance 
with ISAs (UK & Ireland) . An audit involves 
obtaining evidence about the amounts  
and disclosures in the financial statements 
sufficient to give reasonable assurance  
that the financial statements are free from 
material misstatement, whether caused 
by fraud or error . This includes an 
assessment of: 
• whether the accounting policies are 
appropriate to the Group’s circumstances 
and have been consistently applied and 
adequately disclosed; 
• the reasonableness of significant 
accounting estimates made by the 
directors; and 
• the overall presentation of the financial 
statements . 
We primarily focus our work in these areas 
by assessing the directors’ judgements 
against available evidence, forming our 
own judgements, and evaluating the 
disclosures in the financial statements .
We test and examine information, using 
sampling and other auditing techniques,  
to the extent we consider necessary to 
provide a reasonable basis for us to draw 
conclusions . We obtain audit evidence 
through testing the effectiveness  
of controls, substantive procedures  
or a combination of both .
In addition, we read all the financial and 
non-financial information in the Annual 
Report and Accounts to identify material 
inconsistencies with the audited financial 
statements and to identify any information 
that is apparently materially incorrect 
based on, or materially inconsistent with, 
the knowledge acquired by us in the 
course of performing the audit . If we 
become aware of any apparent material 
misstatements or inconsistencies we 
consider the implications for our report .
Other matter
We have reported separately on the 
parent company financial statements  
of Brooks Macdonald Group plc for  
the year ended 30 June 2015 .
Marcus Hine (Senior Statutory 
Auditor) for and on behalf of 
PricewaterhouseCoopers LLP 
Chartered Accountants and 
Statutory Auditors
London 
16 September 2015 24  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Note
2015  
£’000
2014  
£’000
Revenue 4 77,686 69,133
Administrative costs (65,371) (58,207)
Realised gain on investment 5 540 –
Other gains and losses 6 (754) –
Operating profit 7 12,101 10,926
Finance income 9 86 119
Finance costs 9 (763) (349)
Share of results of joint venture 17 (4) (128)
Profit before tax 11,420 10,568
Taxation 10 (2,269) (1,512)
Profit for the year attributable to equity holders of the Company 9,151 9,056
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss
Revaluation of available for sale financial assets 10 – (131)
Revaluation reserve recycled to profit or loss 16 68 –
Total comprehensive income for the year 9,219 8,925
Earnings per share
Basic 11 68.30p 69 . 01p
Diluted 11 68.14p 68 . 67p
The accompanying notes on pages 28 to 60 form an integral part of the consolidated financial statements .
Consolidated statement of comprehensive income 
for the year ended 30 June 2015 Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  25
Note
2015  
£’000
2014  
£’000
Assets
Non-current assets
Intangible assets 14 65,258 54,874
Property, plant and equipment 15 3,539 2,971
Available for sale financial assets 16 1,532 2,182
Investment in joint venture 17 628 232
Deferred tax assets 18 709 809
Total non-current assets 71,666 61,068
Current assets
Trade and other receivables 19 21,402 21,432
Financial assets at fair value through profit or loss 20 3 478
Cash and cash equivalents 21 19,274 18,056
Total current assets 40,679 39,966
Total assets 112,345 101,034
Liabilities
Non-current liabilities
Deferred consideration 22 (9,442) (2,943)
Deferred tax liabilities 18 (4,694) (5,117)
Other non-current liabilities 23 (95) (115)
Total non-current liabilities (14,231) (8,175)
Current liabilities
Trade and other payables 24 (16,894) (15,178)
Current tax liabilities (1,463) (1,076)
Deferred tax liabilities 18 (119) –
Provisions 25 (5,474) (9,147)
Total current liabilities (23,950) (25,401)
Net assets 74,164 67,458
Equity
Share capital 27 136 135
Share premium account 27 35,600 35,147
Other reserves 28 5,101 4,720
Retained earnings 28 33,327 27,456
Total equity 74,164 67,458
The consolidated financial statements were approved by the Board of Directors and authorised for issue on 16 September 2015, signed on 
their behalf by: 
C A J Macdonald   S J Jackson 
Chief Executive   Finance Director
Company Registration Number 4402058 .
The accompanying notes on pages 28 to 60 form an integral part of the consolidated financial statements .
Consolidated statement of financial position 
as at 30 June 2015 26  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Share capital  
£’000
Share 
premium 
account  
£’000
Other 
reserves  
£’000
Retained 
earnings  
£’000
Total  
£’000
Balance at 1 July 2013 133 31,868 3,952 21,607 57,560
Comprehensive income
Profit for the year – – – 9,056 9,056
Other comprehensive income:
Revaluation of available for sale financial asset – – (131) – (131)
Total comprehensive income – – (131) 9,056 8,925
Transactions with owners
Issue of ordinary shares 2 3,279 – – 3,281
Share-based payments – – 1,288 – 1,288
Share-based payments transfer – – (545) 545 –
Purchase of own shares by employee benefit trust – – – (732) (732)
Tax on share options – – 156 – 156
Dividends paid (note 12) – – – (3,020) (3,020)
Total transactions with owners 2 3,279 899 (3,207) 973
Balance at 30 June 2014 135 35,147 4,720 27,456 67,458
Comprehensive income
Profit for the year – – – 9,151 9,151
Other comprehensive income:
Revaluation of available for sale financial asset – – – – –
Revaluation reserve recycled – – 68 – 68
Total comprehensive income – – 68 9,151 9,219
Transactions with owners
Issue of ordinary shares 1 453 – – 454
Share-based payments – – 1,315 – 1,315
Share-based payments transfer – – (1,334) 1,334 –
Purchase of own shares by employee benefit trust – – – (742) (742)
Tax on share options – – 332 – 332
Dividends paid (note 12) – – – (3,872) (3,872)
Total transactions with owners 1 453 313 (3,280) (2,513)
Balance at 30 June 2015 136 35,600 5,101 33,327 74,164
The accompanying notes on pages 28 to 60 form an integral part of the consolidated financial statements .
Consolidated statement of changes in equity 
for the year ended 30 June 2015 Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  27
Note
2015  
£’000
2014  
£’000
Cash flow from operating activities
Cash generated from operations 26 20,094 13,671
Taxation paid (1,756) (2,318)
Net cash generated from operating activities 18,338 11,353
Cash flows from investing activities
Purchase of property, plant and equipment 15 (1,558) (1,342)
Purchase of intangible assets 14 (1,879) (552)
Purchase of available for sale financial assets 16 (250) (750)
Acquisition of subsidiary companies, net of cash acquired 13 37 (3,340)
Deferred consideration paid 22 (9,218) (1,866)
Interest received 9 86 119
Purchase of financial assets at fair value through profit or loss 20 (40) (478)
Proceeds of sale of financial assets at fair value through profit or loss 20 263 –
Investment in joint venture 17 (400) (360)
Net cash used in investing activities (12,959) (8,569)
Cash flows from financing activities
Proceeds of issue of shares 27 454 584
Purchase of own shares by employee benefit trust 28 (742) (732)
Dividends paid to shareholders 12 (3,873) (3,020)
Net cash used in financing activities (4,161) (3,168)
Net increase / (decrease) in cash and cash equivalents 1,218 (384)
Cash and cash equivalents at beginning of year 18,056 18,440
Cash and cash equivalents at end of year 21 19,274 18,056
The accompanying notes on pages 28 to 60 form an integral part of the consolidated financial statements .
Consolidated statement of cash flows 
for the year ended 30 June 2015 28  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Notes to the consolidated financial statements 
for the year ended 30 June 2015
1. General information
Brooks Macdonald Group plc (‘the Company’) is the parent company of a group of companies (‘the Group’), which offers a range of 
investment management services and related professional advice to private high net worth individuals, charities and trusts . The Group also 
provides financial planning as well as offshore fund management and administration services and acts as fund manager to regulated OEICs, 
providing specialist funds in the property and structured return sectors and managing property assets on behalf of these funds and other clients .
The Company is a public limited company, incorporated and domiciled in the United Kingdom under the Companies Act 2006 and listed on 
AIM . The address of its registered office is 72 Welbeck Street, London, W1G 0AY .
2. Principal accounting policies
The general accounting policies applied in the preparation of these financial statements are set out below . These policies have been applied 
consistently to all years presented, unless otherwise stated .
a) Basis of preparation
The Group’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS)  
and IFRS Interpretations Committee (IFRS IC) interpretations, as adopted by the European Union and the Companies Act 2006 applicable  
to companies reporting under IFRS . The financial statements have been prepared on the historical cost basis, except for the revaluation of 
available for sale financial assets such that they are measured at their fair value .
At the time of approving the financial statements, the directors have a reasonable expectation that the Company and the Group have 
adequate resources to continue in operational existence for the foreseeable future . Accordingly, they continue to adopt the going concern 
basis in preparing the financial statements .
b) Basis of consolidation
The Group’s financial statements are a consolidation of the financial statements of the Company and its subsidiaries . The underlying financial 
statements of the subsidiaries are prepared for the same reporting year as the Company, using consistent accounting policies . Subsidiaries 
(including structured entities) are all entities controlled by the Company, deemed to exist where the Company is exposed to, or has rights to, 
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity . The financial 
statements of the subsidiaries are included from the date on which control is transferred to the Group to the date that control ceases .
All intercompany transactions and balances between Group companies are eliminated on consolidation .
The Group has disclosed all of its subsidiary undertakings in note 41 in the parent company’s financial statements .
c) Changes in accounting policies
The Group’s accounting policies applied to these financial statements are consistent with those disclosed within the financial statements  
for the year ended 30 June 2014 .
New accounting standards, amendments and interpretations adopted in the year
In the year ended 30 June 2015 the Group did not adopt any new standards or amendments issued by the IASB or interpretations issued  
by the IFRS Interpretations Committee (IFRS IC) that have had a material impact on the consolidated financial statements . 
Other new standards, amendments and interpretations adopted, that have not had a material impact on the amounts reported in these 
financial statements but may impact the accounting for future transactions and arrangements, were:
Standard, amendment or interpretation Effective date
Consolidation of investment entities (amendments to IFRS 10, 12 and IAS 27) 1 January 2014
Recoverable amount disclosures for non-financial assets (amendments to IAS 36) 1 January 2014
Offsetting financial assets and financial liabilities (amendments to IAS 32) 1 January 2014
IFRIC 21 ‘Levies’ 17 June 2014
Contributions to defined benefit plans (amendments to IAS 19) 1 July 2014
IFRS3 clarifications relating to business combinations 1 July 2014
IFRS 13 amendment of  the treatment of short term receivables and payables 1 July 2014 Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  29
2. Principal accounting policies continued
c) Changes in accounting policies continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
New accounting standards, amendments and interpretations not yet adopted 
A number of new standards, amendments and interpretations, which have not been applied in preparing these financial statements, have 
been issued and are effective for annual and interim periods beginning after 1 July 2015:
Standard, amendment or interpretation Effective date
Revenue from Contracts with Customers  (IFRS15) 1 January 2017
Financial Instruments  (amendments to IFRS 9) 1 January 2018
IFRS 11 amendments for accounting for acquisitions of interests in joint operations 1 January 2016
IAS16 and IAS38 clarification of acceptable methods of depreciation and amortisation 1 January 2016
These changes are currently being assessed but none are expected to have a significant impact on the Group’s future consolidated 
financial statements .
d) Critical accounting estimates and judgements
The preparation of financial information requires the use of assumptions, estimates and judgements about future conditions . Use of 
currently available information and application of judgement are inherent in the formation of estimates . Actual results in the future may 
differ from those reported . In this regard, the directors believe that the accounting policies where judgement is necessarily applied are those 
that relate to the measurement of intangible assets, deferred consideration, the estimation of the fair value of share-based payments and 
client compensation provisions .
The underlying assumptions made are reviewed on an ongoing basis . Revisions to accounting estimates are recognised in the period in 
which the estimate is revised only if the revision affects both current and future periods .
Further information about key assumptions and sources of estimation uncertainty are set out below .
Intangible assets
The Group has acquired client relationships and the associated investment management contracts as part of business combinations 
(as described in note 13), through separate purchase and purchased with newly employed teams of fund managers (as described in note 
14) . In assessing the fair value of these assets the Group has estimated their finite life based on information about the typical length of 
existing client relationships . Contracts acquired with fund managers and acquired client relationship contracts are amortised on a straight 
line basis over their estimated useful lives, ranging from 5 to 20 years .
Goodwill recognised as part of a business combination is reviewed annually for impairment, or when a change in circumstances indicates 
that it might be impaired . The recoverable amounts of cash generating units are determined by value in use calculations, which require the 
use of estimates to derive the projected future cash flows attributable to each unit . Details of the more significant assumptions are given in 
note 14 .
Deferred consideration
As described in note 22, the Group has a deferred consideration balance in respect of the acquisition of JPAM Limited in July 2012; DPZ in 
April 2014; and Levitas Investment Management Services Limited in July 2015 . Deferred consideration is recognised at its fair value, being  
an estimate of the amount that will ultimately be payable in future periods . This has been calculated allowing for estimated growth in the 
acquired funds, discounted by the estimated cost of capital . The Group considers that reasonably possible changes to these assumptions 
would not result in a material change in the fair value of the deferred consideration . 
c) Changes in accounting policies
d) Critical accounting estimates and judgements  30  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
2. Principal accounting policies continued
d) Critical accounting estimates and judgements continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
Share-based payments
The Group operates various share-based payment schemes in respect of services received from certain employees . Estimating the fair value 
of these share-based payments requires the Group to apply an appropriate valuation model and determine the inputs to that model (notes 
24 and 29) . The charge to the Consolidated Statement of Comprehensive Income in respect of share-based payments is calculated using 
assumptions about the number of eligible employees that will leave the Group and the number of employees that will satisfy the relevant 
performance conditions . These estimates are reviewed regularly . 
Provisions 
In the ordinary course of business, the Group may receive complaints from clients in relation to the services provided . Complaints are 
assessed on a case-by-case basis and provisions are made where it is judged to be likely that compensation will be paid .
e) Exceptional items
Exceptional items are disclosed and described separately in the financial statements where it is necessary to do so to provide further 
understanding of the underlying financial performance of the Group . These include material items of income or expense that are shown 
separately due to the significance of their nature or amount .
f) Business combinations
Business combinations are accounted for using the acquisition method . The cost of an acquisition is measured at the fair value of the 
aggregate amount of the consideration transferred at the acquisition date, irrespective of the extent of any minority interest . Acquisition 
costs are charged to the Consolidated Statement of Comprehensive Income in the year of acquisition .
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in 
accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date . If the business combination is 
achieved in stages, the fair value of the Group’s previously held equity interest is re-measured at the acquisition date and the difference is 
credited or charged to the Consolidated Statement of Comprehensive Income . Identifiable assets and liabilities assumed on acquisition are 
recognised in the Consolidated Statement of Financial Position at their fair value at the date of acquisition .
Any contingent consideration to be paid by the Group to the vendor is recognised at its fair value at the acquisition date . Subsequent 
changes to the fair value of contingent consideration are recognised in accordance with IAS 39 in the Consolidated Statement of 
Comprehensive Income .
Goodwill is initially measured at cost, being the excess of the consideration transferred over the acquired company’s net identifiable assets 
acquired and liabilities assumed . If the consideration is lower than the fair value of the net assets acquired, the difference is 
recognised as a gain on a bargain purchase in the Consolidated Statement of Comprehensive Income .
Impairment
Goodwill and other intangible assets with an indefinite life are tested annually for impairment . For the purposes of impairment testing, 
goodwill acquired in a business combination is allocated to each of the Group’s cash generating units that are expected to benefit from the 
combination, irrespective of whether other assets or liabilities of the acquisition are assigned to those units . The carrying amount of each 
cash generating unit is compared to its recoverable amount, which is determined using a discounted future cash flow model .
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated  
with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the 
operation . Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion 
of the cash generating unit retained .
g) Fees, commissions and interest
Portfolio management and other advisory and custody services are billed in arrears but are recognised over the period the service is 
provided . Fees are calculated on the basis of a percentage of the value of the portfolio over the period . Dealing charges are levied at the 
time a deal is placed for a client . Fees are only recognised when the fee amount can be estimated reliably and it is probable that the fee will 
be receivable . Amounts are shown net of rebates paid to significant investors .
d) Critical accounting estimates and judgements Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  31
2. Principal accounting policies continued
g) Fees, commissions and interest continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
Performance fees are earned from some clients when contractually agreed performance levels are exceeded within specified performance 
measurement periods . They are only recognised, at the end of these performance periods, when a reliable estimate of the fee can be made 
and it is almost certain that it will be received . 
Financial consulting fees are charged to clients using an hourly rate or by a fixed fee arrangement and are recognised over the period the 
service is provided . Commissions receivable and payable are accounted for in the period in which they are earned .
Where amounts due are conditional on the successful completion of fund raising for investment vehicles, revenue is recognised where, in 
the opinion of the directors, there is reasonable certainty that sufficient funds have been raised to enable the successful operation of that 
investment vehicle . Amounts due on an annual basis for the management of third party investment vehicles are recognised on a time 
apportioned basis .
Interest receivable is recognised on an accruals basis .
h) Cash and cash equivalents 
Cash comprises cash in hand and call deposits held with banks . Cash equivalents comprise short-term, highly liquid investments, with  
a maturity of less than three months from the date of acquisition .
i) Share-based payments
Equity-settled schemes 
The Group engages in equity-settled share-based payment transactions in respect of services received from certain employees . The fair 
value of the services received is measured by reference to the fair value of the shares or share options on the grant date . This cost is then 
recognised in the Consolidated Statement of Comprehensive Income over the vesting period, with a corresponding credit to equity .
The fair value of the options granted is determined using option pricing models, which take into account the exercise price of the option, 
the current share price, the risk free rate of interest, the expected volatility of the Company’s share price over the life of the award and other 
relevant factors .
Cash settled schemes 
The Group engages in cash settled share-based payment transactions in respect of services received from certain employees . On the grant 
date, the liability is measured at its fair value . The liability is subsequently re-measured at the end of each reporting period and on the date 
of settlement, with any changes in fair value recognised in the Consolidated Statement of Comprehensive Income . The cost of the services 
received from employees in respect of this scheme is recognised in the Consolidated Statement of Comprehensive Income with a 
corresponding credit to accruals .
j) Segmental reporting 
The Group determines and presents operating segments based on the information that is provided internally to the Group Board of 
Directors, which is the Group’s chief operating decision maker . 
k) Fiduciary activities 
The Group commonly acts as trustee and in other fiduciary capacities that result in the holding or placing of assets on behalf of individuals, 
trusts, retirement benefit plans and other institutions . These assets and income arising thereon are excluded from these financial 
statements, as they are not assets of the Group .
The Group holds money on behalf of some clients in accordance with the client money rules of the Financial Conduct Authority . Such 
monies and the corresponding liability to clients are not included within the Consolidated Statement of Financial Position as the Group  
is not beneficially entitled thereto .
g) Fees, 
commissions and 
interest 32  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
2. Principal accounting policies continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
l) Property, plant and equipment 
All property, plant and equipment is included in the Consolidated Statement of Financial Position at historical cost less accumulated 
depreciation and impairment . Costs include the original purchase cost of the asset and the costs attributable to bringing the asset into  
a working condition for its intended use .
Provision is made for depreciation to write off the cost less estimated residual value of each asset, using a straight line method, over its 
expected useful life as follows:
Fixtures and fittings 3 to 6 . 67 years
Equipment 5 years
Leasehold improvements over the term of the lease
Motor vehicles 4 years
The assets’ residual values and useful economic lives are reviewed, and adjusted if appropriate, at the end of each reporting period . Gains 
and losses arising on disposal are determined by comparing the proceeds with the carrying amount . These are included in the Consolidated 
Statement of Comprehensive Income . 
m) Intangible assets
Amortisation of intangible assets is charged to administrative expenses in the Consolidated Statement of Comprehensive Income on a 
straight line basis over the estimated useful lives of the assets (4 to 20 years) .
Acquired client relationship contracts and contracts acquired with fund managers
Intangible assets are recognised where client relationship contracts are either separately acquired or acquired with investment managers 
who are employed by the Group . These are initially recognised at cost and are subsequently amortised on a straight line basis over their 
estimated useful economic life . Separately acquired client relationship contracts are amortised over 15 to 20 years and those acquired with 
investment managers over 5 years . Both types of intangible asset are reviewed annually to determine whether there exists an indicator of 
impairment or an indicator that the assumed useful economic life has changed .
Computer software
Computer software costs are amortised on a straight line basis over an estimated useful life of four years .
Goodwill 
Goodwill arising as part of a business combination is initially measured at cost, being the excess of the fair value of the consideration 
transferred over the Group’s interest in the net fair value of the separately identifiable assets, liabilities and contingent liabilities of the 
subsidiary at date of acquisition . In accordance with IFRS 3 ‘Business Combinations’, goodwill is not amortised but is reviewed annually for 
impairment and is therefore stated at cost less any provision for impairment of value . Any impairment is recognised immediately in the 
Consolidated Statement of Comprehensive Income and is not subsequently reversed . Gains and losses on the disposal of an entity include 
the carrying amount of goodwill relating to the entity sold . On acquisition, any goodwill acquired is allocated to cash generating units for 
the purposes of impairment testing . If the cost of the acquisition is less than the fair value of the net assets of the subsidiary acquired, the 
difference is recognised directly in the Consolidated Statement of Comprehensive Income .
n) Investments in joint ventures
A joint venture is an entity in which the Group holds a long-term interest and is jointly controlled by the Group and one or more third 
parties under a contractual agreement . Under the equity method of accounting, interests in joint ventures are initially recognised at cost in 
the Consolidated Statement of Financial Position and subsequently adjusted to reflect changes in the Group’s share of the net assets of the 
entities . The Group’s share of the results of joint ventures is included in the Consolidated Statement of Comprehensive Income .
If the Group’s share of the losses of a joint venture equals or exceeds its investment, the Group does not recognise further losses, unless it 
has incurred obligations or made payments on behalf of the joint venture . Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  33
2. Principal accounting policies continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
o) Financial investments 
The Group classifies financial assets in the following categories: fair value through profit or loss; available for sale; loans and receivables;  
and held-to-maturity . The classification is determined by management on initial recognition of the financial asset, which depends on the 
purpose for which it was acquired .
Fair value through profit or loss
Financial instruments are classified as fair value through profit or loss if they are either held for trading or specifically designated in this 
category on initial recognition . Assets in this category are initially recognised at fair value and subsequently re-measured, with gains or 
losses arising from changes in fair value being recognised in the Consolidated Statement of Comprehensive Income .
Available for sale
Available for sale financial assets are non-derivatives that are either specifically designated in this category or are not classified in any of  
the other categories . They are included in non-current assets unless the investment matures or management intends to dispose of it within 
12 months of the end of the reporting period . Available for sale financial assets are initially recognised at fair value and are subsequently 
revalued based on the current bid prices of the assets as quoted in active markets . Changes in fair value are recognised directly in equity, 
through the Consolidated Statement of Changes in Equity, with the exception of impairment losses which are recognised in the 
Consolidated Statement of Comprehensive Income . The cumulative gain or loss recognised in equity is recycled to the Consolidated 
Statement of Comprehensive Income when an available for sale financial asset is derecognised or impaired .
Loans and receivables 
Loans and receivables are non-derivative assets with fixed or determinable payments that are not quoted in an active market . They are 
included in current assets except where they have maturities of more than 12 months after the end of the reporting period, in which case 
they are classified as non-current assets . The Group’s loans and receivables are recognised within ‘trade and other receivables’ .
Held-to-maturity
Held-to-maturity financial assets are non-derivative financial assets with fixed or determinate payments and fixed maturities that the Group’s 
management has the positive intention and ability to hold to maturity . Held-to-maturity financial assets are measured at amortised cost .
p) Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, where it is probable that it will result in an 
outflow of economic benefits and can be reliably estimated . Provisions are measured at the present value of the expenditures expected to 
be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money and 
the risks specific to the obligation .
Client compensation 
Complaints are assessed on a case-by-case basis and provisions for compensation are made where it is judged necessary .
q) Foreign currency translation
The Group’s functional and presentational currency is the Pound Sterling . Foreign currency transactions are translated using the exchange 
rate prevailing at the transaction date . At the reporting date, monetary assets and liabilities that are denominated in foreign currencies are 
retranslated at the prevailing rates on that date . Foreign exchange gains and losses resulting from settlement of such transactions and from 
the translation of period-end monetary assets and liabilities are recognised in the Consolidated Statement of Comprehensive Income .
r) Retirement benefit costs
Contributions in respect of the Group’s defined contribution pension scheme are charged to the Consolidated Statement of Comprehensive 
Income as they fall due .
s) Taxation 
Tax on the profit for the year comprises current and deferred tax . Current tax is the expected tax payable on the taxable income for the year, 
using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years .
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities 
and their carrying amounts in the Group’s financial statements . Deferred tax assets and liabilities are measured at the tax rates that are 
expected to apply to the period when the asset is realised or the liability settled based on tax rates (and laws) that have been enacted or 
substantively enacted at the reporting date . 34  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
2. Principal accounting policies continued
s) Taxation continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available against which the 
temporary differences can be utilised . 
t) Trade receivables 
Trade receivables are initially recognised and subsequently measured at the original invoice amount less an allowance for any amounts that 
are expected to be uncollectable . Doubtful debts are provided for when the collection of the full amount is no longer probable, whilst bad 
debts are immediately written off when identified .
u) Trade payables 
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers .  
These are classified as current liabilities if payment is due within 12 months or less (or in the normal operating cycle of the business  
if longer) . Otherwise, they are presented as non-current liabilities in the Consolidated Statement of Financial Position .
Trade payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method .
v) Operating lease payments 
Rent payments due under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight line basis 
over the term of the lease . Where leases include lease incentives such as rent-free periods, the benefit of these incentives is recognised over 
the lease term as a reduction in the rental expense .
w) Financial instruments 
The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity 
instrument in accordance with the substance of the contractual arrangement . Financial instruments are recognised in the Consolidated 
Statement of Financial Position at fair value when the Group becomes a party to the contractual provisions of the instrument .
x) Carried interest receivable 
The Group earns a performance fee, carried interest receivable, on some of the funds it manages on behalf of its investors . Carried interest 
receivable is recognised where, at the reporting date, the performance criteria have been met based on the valuations of the funds . Carried 
interest that has been earned but is not yet due for payment is discounted to its present value . This is included within current liabilities in the 
Consolidated Statement of Financial Position .
y) Employee Benefit Trust (‘EBT’)
The Company provides finance to an EBT to purchase the Company’s shares on the open market in order to meet its obligation to provide 
shares when an employee exercises certain options or awards made under the Group’s share-based payment schemes . The administration 
and finance costs connected with the EBT are charged to the Consolidated Statement of Comprehensive Income . The cost of the shares held 
by the EBT is deducted from equity . A transfer is made between other reserves and retained earnings over the vesting periods of the related 
share options or awards to reflect the ultimate proceeds receivable from employees on exercise . The trustees have waived their rights to 
receive dividends on the shares .
The EBT is considered to be a Structured Entity, as defined in note 36 . In substance, the activities of the trust are being conducted on behalf 
of the Group according to its specific business needs, in order to obtain benefits from its operation . On this basis, the assets held by the 
trust are consolidated into the Group’s financial statements .
z) Share capital
Ordinary share capital is classified as equity . Incremental costs directly attributable to the issue of new ordinary shares or options are shown 
in equity as a deduction, net of tax, from the proceeds .
Where the Company purchases its own equity share capital (treasury shares) the consideration paid, including any directly incremental costs 
(i . e . net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued . 
Where such ordinary shares are subsequently reissued, any consideration received (net of any directly attributable incremental transaction 
costs and the related income tax effects) is included within equity attributable to the Company’s equity holders . 
s) Taxation Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  35
2. Principal accounting policies continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
aa) Dividend distribution
The dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which 
the dividend is authorised and no longer at the discretion of the Company . Final dividends are recognised when approved by the Company’s 
shareholders at the annual general meeting and interim dividends are recognised when paid . 
3. Segmental information
For management purposes the Group’s activities are organised into four operating divisions: investment management, financial planning, 
fund and property management and the Channel Islands . The Group’s other activity, offering nominee and custody services to clients,  
is included within investment management . These divisions are the basis on which the Group reports its primary segmental information .  
In accordance with IFRS 8 ‘Operating Segments’, disclosures are required to reflect the information which the Board uses internally for 
evaluating the performance of its operating segments and allocating resources to those segments . The information presented in this note 
follows the presentation for internal reporting to the Group Board of Directors .
Revenues and expenses are allocated to the business segment that originated the transaction . Revenues and expenses that are not directly 
originated by a particular business segment are reported as unallocated . Sales between segments are carried out at arm’s length . Centrally 
incurred expenses are allocated to business segments on an appropriate pro-rata basis . Segmental assets and liabilities comprise operating 
assets and liabilities, those being the majority of the balance sheet .
Investment 
management
Financial
planning
Fund and 
property 
management
Channel 
Islands Total
Year ended 30 June 2015 £’000 £’000 £’000 £’000 £’000
Total segment revenues 54,464 4,191 6,044 13,200 77,899
Inter segment revenues (101) (69) (43) – (213)
External revenues 54,363 4,122 6,001 13,200 77,686
Segment result 15,774 (68) (564) 1,315 16,457
Unallocated items (5,037)
Profit before tax 11,420
Taxation 2,269
Profit for the year 9,151
Investment 
management
Financial
planning
Fund and 
property 
management
Channel  
Islands Total
Year ended 30 June 2014 £’000 £’000 £’000 £’000 £’000
Total segment revenues 48,988 4,034 5,061 11,556 69,639
Inter segment revenues (156) (223) (127) – (506)
External revenues 48,832 3,811 4,934 11,556 69,133
Segment result 12,324 (109) (102) 2,376 14,489
Unallocated items (3,921)
Profit before tax 10,568
Taxation (1,512)
Profit for the year 9,056
2. Principal accounting policies 36  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
3. Segmental information continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
a) Geographic analysis
The Group’s operations are located in the United Kingdom and the Channel Islands . The following table presents underlying operating 
income analysed by the geographical location of the Group entity providing the service . 
2015
£’000
2014
£’000
United Kingdom 64,486 57,577
Channel Islands 13,200 11,556
Total operating income 77,686 69,133
b) Major clients
The Group is not reliant on any one client or group of connected clients for the generation of revenues .
4. Revenue
2015
£’000
2014
£’000
Fee income 66,443 59,197
Financial services commission 235 291
Advisory and other income 11,008 9,645
Total revenue 77,686 69,133
5. Realised gain on investment
During the year, the Group realised a gain of £540,000 on disposal of its investment in Sancus Holdings Limited (‘SHL’) (note 16) .
6. Other gains and losses
Other gains and losses represent the net changes in the fair value of the Group’s financial instruments recognised in the Consolidated 
Statement of Comprehensive Income .
2015
£’000
2014
£’000
Impairment of available for sale financial assets (note 16) (718) –
Loss from changes in fair value of financial assets at fair value through profit or loss (note 20) (252) –
Gain from changes in fair value of deferred consideration (note 22) 216 –
Other gains and losses (754) –
3. Segmental information Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  37
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
7. Operating profit
Operating profit is stated after charging:
2015
£’000
2014
£’000
Staff costs (note 8) 38,558 33,872
Acquisition costs (see below) 120 187
Auditors’ remuneration (see below) 280 220
Financial Services Compensation Scheme Levy (see below) 510 351
Depreciation (note 15) 990 981
Amortisation (note 14) 2,708 2,212
A more detailed analysis of auditors’ remuneration is provided below:
2015
£’000
2014
£’000
Fees payable to the Company’s auditor for the audit of the consolidated group and parent company 
financial statements
61 37
Fees payable to the Company’s auditor and its associates for other services:
– Audit of the Company’s subsidiaries pursuant to legislation 185 145
– Audit-related assurance services 34 29
– Other advisory services – 9
Total auditors’ remuneration 280 220
Acquisition costs
Administrative costs for the year ended 30 June 2015 include £120,000 (2014: £187,000) of directly attributable business acquisition costs  
in relation to the exercise of the Group’s option to purchase Levitas Investment Management Services Limited (note 13) .
Financial Services Compensation Scheme levies
Administrative costs for the year ended 30 June 2015 include a charge of £510,000 (2014: £351,000) in respect of the Financial Services 
Compensation Scheme (‘FSCS’) levy . This includes the Group’s levy for the 2015/16 scheme year of £502,000 . 38  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
8. Employee information
a) Staff costs
2015
£’000
2014
£’000
Wages and salaries 32,670 28,867
Social security costs 3,129 2,863
Other pension costs 1,331 1,012
Share-based payments 1,428 1,130
Total staff costs 38,558 33,872
Pension costs relate entirely to a defined contribution scheme .
b) Number of employees
The average monthly number of employees during the year, including directors, was as follows:
2015 2014
Professional staff 183 169
Administrative staff 284 253
Total staff 467 422
c) Key management compensation
The compensation of the key management personnel of the Group, defined as the Group Board of Directors including both the executives 
and non-executives, is set out below .
2015
£’000
2014
£’000
Short-term employee benefits 2,434 2,242
Post-employment benefits 25 60
Share-based payments 346 398
Total compensation 2,805 2,700 Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  39
8. Employee information continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
d) Directors’ emoluments
Further details of directors’ emoluments are included within the Remuneration Committee Report on pages 11 to 17 . 
2015
£’000
2014
£’000
Salaries and bonuses 2,209 2,075
Non-executive directors’ fees 208 151
Benefits in kind 17 16
2,434 2,242
Pension contributions 25 60
Amounts receivable under long term incentive schemes 378 240
Total directors’ remuneration 2,837 2,542
The aggregate amount of gains made by directors on the exercise of share options during the year was £913,000 (2014: £458,000) . 
Retirement benefits are accruing to one directors (2014: three) under a defined contribution pension scheme . 
The remuneration of the highest paid director during the year was as follows:
2015
£’000
2014
£’000
Remuneration and benefits in kind 528 506
Amounts receivable under long term incentive schemes 68 64
Total remuneration 596 570
The amount of gains made by the highest paid director on the exercise of share options during the year was £90,000 (2014: £6,000) .
9. Finance income and finance costs
2015
£’000
2014
£’000
Finance income
Bank interest on deposits 86 109
Tax repayment supplement – 10
Total finance income 86 119
Finance costs
Bank interest paid 3 –
Finance cost of deferred consideration 760 349
Total finance costs 763 349
8. Employee information 40  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
10. Taxation
The tax charge on profit on ordinary activities for the year was as follows:
2015
£’000
2014
£’000
UK Corporation Tax at 20 . 75% (2014: 22 . 5%) 2,776 2,477
Over provision in prior years (231) (17)
Total current tax 2,545 2,460
Deferred tax credits (276) (473)
Effect of change in tax rate on deferred tax – (475)
Income tax expense 2,269 1,512
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions .
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the time apportioned tax rate applicable 
to profits of the consolidated entities in the UK as follows:
2015
£’000
2014
£’000
Profit on ordinary activities before tax 11,420 10,568
Profit on ordinary activities multiplied by the standard rate of tax in the UK of 20 . 75% 
(2014: 22 . 5%) 2,370 2,378
Tax effect of:
– Lower tax rates in other countries in which the Group operates (255) (618)
– Disallowable expenses 385 77
– Non-taxable income – (1)
– Tax losses unutilised on which no deferred tax is provided – 168
– Change in rate of Corporation Tax applicable to deferred tax – (475)
– Over provision in prior years (231) (17)
Tax charge for the year 2,269 1,512
The deferred tax credits totalling £276,000 (2014: £473,000) represent a charge of £28,000 (2014: £122,000 credit) arising from the share 
option reserve at the balance sheet date, a charge of £117,000 (2014: £10,000 credit) relating to accelerated capital allowances and a credit 
of £421,000 (2014: £341,000) arising from the amortisation of acquired client relationship contracts .
On 1 April 2015, the standard rate of Corporation Tax in the UK was reduced from 21% to 20% . As a result the effective rate of 
Corporation Tax applied to the taxable profit for the year ended 30 June 2015 is 20 . 75% (2014: 22 . 5%) .
In addition to the change in the rate of UK Corporation Tax disclosed above, the Finance Bill 2015 (which has yet to be substantively 
enacted) will further reduce the main rate of UK Corporation Tax to 19% in 2017 and 18% in 2020 . Deferred tax assets and liabilities are 
calculated at the rate that is expected to be in force when the temporary differences unwind, but limited to the extent that such rates have 
been substantively enacted . Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  41
10. Taxation continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
Consequently the tax rate used to determine the deferred tax assets and liabilities remains at 20% (2014: 20%) and will be reviewed when 
the aforementioned legislation has passed through Parliament . 
The tax charge relating to components of other comprehensive income is as follows:
2015
£’000
2014
£’000
Revaluation of available for sale financial assets – (150)
Tax credit on revaluation of available for sale financial assets – 19
Total other comprehensive income – (131)
11. Earnings per share
The directors believe that underlying earnings per share provide a truer reflection of the Group’s performance in the year . Underlying 
earnings per share are calculated based on ‘underlying earnings’, which is defined as earnings before acquisition costs, finance costs and 
changes in the fair value of deferred consideration and amortisation of intangible non-current assets . The tax effect of these adjustments 
has also been considered .
Earnings for the year used to calculate earnings per share as reported in these consolidated financial statements were as follows:
2015
£’000
2014
£’000
Earnings attributable to ordinary shareholders 9,151 9,056
Acquisition costs (note 7) 120 187
Finance cost of deferred consideration (note 9) 760 349
Changes in fair value of deferred consideration 70 –
Amortisation (note 14) 2,708 2,212
Tax impact of adjustments (571) (486)
Underlying earnings attributable to ordinary shareholders 12,238 11,318
Basic earnings per share is calculated by dividing earnings attributable to ordinary shareholders by the weighted average number of shares  
in issue throughout the year . Diluted earnings per share represents the basic earnings per share adjusted for the effect of dilutive potential 
shares issuable on exercise of employee share options under the Group’s share-based payment schemes, weighted for the relevant period .
The weighted average number of shares in issue during the year was as follows:
2015
Number  
of shares
2014 
Number  
of shares
Weighted average number of shares in issue 13,399,031 13,123,634
Effect of dilutive potential shares issuable on exercise of employee share options 30,996 64,289
Diluted weighted average number of shares in issue 13,430,027 13,187,923
10. Taxation 42  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
11. Earnings per share continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
Earnings per share for the year attributable to equity holders of the Company were: 
2015
(p)
2014
(p)
Based on reported earnings:
Basic earnings per share 68.30 69 . 01
Diluted earnings per share 68.14 68 . 67
Based on underlying earnings:
Basic earnings per share 91.33 86 . 24
Diluted earnings per share 91.12 85 . 82
12. Dividends
Amounts recognised as distributions to equity holders of the Company in the year were as follows:
2015
£’000
2014
£’000
Final dividend paid for the year ended 30 June 2014 of 19 . 0p 
(2014: 16 . 0p) per share 2,535 2,102
Interim dividend paid for the year ended 30 June 2015 of 10 . 0p 
(2014: 7 . 0p) per share 1,338 918
Total dividends 3,873 3,020
Final dividend proposed for the year ended 30 June 2015 of 20 . 5p (2014: 19 . 0p) per share 2,757 2,535
The interim dividend of 10 . 0p (2014: 7 . 0p) per share was paid on 21 April 2015 . 
A final dividend for the year ended 30 June 2015 of 20 . 5p (2014: 19 . 0p) per share was declared by the Board of Directors on 16 September 
2015 and is subject to approval by the shareholders at the Company’s annual general meeting . It will be paid on 28 October 2015 to 
shareholders who are on the register at the close of business on 25 September 2015 . In accordance with IAS 10 ‘Events After the Reporting 
Period’, this dividend has not been included as a liability in these financial statements .
13. Business combinations
On 31 July 2014, the Group exercised its option to acquire the entire share capital of Levitas Investment Management Services Limited 
(‘Levitas’) . Levitas is the sponsor of two funds known as TM Levitas A and TM Levitas B, to which Brooks Macdonald Asset Management 
Limited acts as the investment adviser . The funds were launched in July 2012 and aggregate assets under management on exercise of the 
option were £89m . The Levitas investment proposition uses a blend of the two funds to match investments to a client’s specific risk rating, 
thus simplifying the investment and rebalancing processes while keeping down costs . 
The consideration payable by the Group is dependent on the future assets under management in the Levitas funds, calculated at agreed 
milestones up to 1 November 2018 and payable in a series of instalments, with the final payment date being on or around 8 November 
2020 . Under the terms of the option agreement, the maximum consideration payable will be £24,000,000 . The fair value of the liability  
at the acquisition date was measured at £11,264,000, based on the Levitas business plan and forecasts . This included an initial payment  
of £724,000, which was made to the vendors following the exercise of the option .
11. Earnings per share Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  43
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
13. Business combinations continued
Directly attributable acquisition costs of £120,000 were incurred during the year as a result of the acquisition and have been charged to the 
Consolidated Statement of Comprehensive Income .
Goodwill of £11,213,000 was recognised on acquisition in respect of the expected future growth of the Levitas funds and the resulting 
economic benefit to the Group in the form of sponsorship income earned by Levitas .
The fair values of the assets acquired are the gross contractual amounts and all are considered to be fully recoverable . The fair value of the 
identifiable assets and liabilities acquired, at the date of acquisition, are detailed in (a) below . The value of finite lived intangible assets is 
considered immaterial .
In the financial year ended 30 June 2014, the Group acquired the entire share capital of DPZ Capital Limited (‘DPZ’) . Details of the 
acquisition are disclosed in note 9 of the 2014 Annual Report and Accounts . There have been no adjustments to the goodwill recognised  
in relation to the acquisition of DPZ .
a) Net assets acquired through business combinations
£’000
Trade and other receivables 37
Cash and cash equivalents 37
Other current liabilities
(23)
Total net assets recognised by acquired company 51
Net identifiable assets 51
Goodwill 11,213
Total purchase consideration 11,264
b) Results from date of acquisition
Revenues 
from
external
customers
£’000
Profit for the
year
£’000
Levitas Investment Management Services Limited 382 118
Had Levitas Investment Management Services Limited been consolidated from 1 July 2014, the Consolidated Statement of Comprehensive 
Income would show pro-forma revenue of £77,778,000 and post-tax profit for the year of £9,182,000 .
c) Net cash outflow resulting from business combinations
£’000
Total purchase consideration (note 13a) 11,264
Less: deferred cash consideration (10,540)
Cash paid to acquire subsidiary 724
Less: cash held by subsidiary acquired (37)
Cash paid to acquire subsidiary net of cash acquired 687 44  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
14. Intangible assets
Goodwill
£’000
Computer
software
£’000
Acquired
client
relationship
contracts
£’000
Contracts
acquired with
fund
managers
£’000
Total
£’000
Cost
At 1 July 2013 20,758 333 24,872 2,574 48,537
Additions 4,035 78 7,875 474 12,462
Disposals – – – – –
At 30 June 2014 24,793 411 32,747 3,048 60,999
Additions – 1,405 – 474 1,879
Additions on acquisition of subsidiaries at fair value 11,213 – – – 11,213
At 30 June 2015 36,006 1,816 32,747 3,522 74,091
Accumulated amortisation
At 1 July 2013 – 159 2,013 1,741 3,913
Amortisation charge – 110 1,758 344 2,212
At 30 June 2014 – 269 3,771 2,085 6,125
Amortisation charge – 129 2,167 412 2,708
At 30 June 2015 – 398 5,938 2,497 8,833
Net book value
At 1 July 2013 20,758 174 22,859 833 44,624
At 30 June 2014 24,793 142 28,976 963 54,874
At 30 June 2015 36,006 1,418 26,809 1,025 65,258
a) Goodwill
Goodwill acquired in a business combination is allocated at acquisition to the cash generating units (‘CGUs’) that are expected to benefit 
from that business combination . The carrying amount of goodwill at 30 June 2015 comprises £3,550,000 in respect of the Braemar Group 
Limited (‘Braemar’) CGU, £21,243,000 in respect of the Brooks Macdonald Asset Management (International) Limited, Brooks Macdonald 
Retirement Services (International) Limited and DPZ (collectively ‘Brooks Macdonald International’) CGU and £11,213,000 in respect of the 
Levitas Investment Management Services Limited (‘Levitas’) CGU .
Goodwill is reviewed annually for impairment and its recoverability has been assessed at 30 June 2015 by comparing the carrying amount of 
the CGUs to their expected recoverable amount, estimated on a value-in-use basis . The value-in-use of each CGU has been calculated using 
pre-tax discounted cash flow projections based on the most recent budgets approved by the relevant subsidiary boards of directors, covering a 
period of up to five years . Cash flows are then extrapolated beyond the forecast period using an expected long-term growth rate . Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  45
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
14. Intangible assets continued
a) Goodwill continued
Based on the value-in-use calculation, at 30 June 2015 the calculated recoverable amount of the Brooks Macdonald International CGU was 
£35,120,000, indicating that there is no impairment . The key underlying assumptions of the calculation are the discount rate, the short-term 
growth in earnings and the long-term growth rate of the business . A pre-tax discount rate of 9 . 25% has been used, based on the Group’s 
assessment of the risk-free rate of interest and specific risks relating to Brooks Macdonald International . Annual earnings growth rates of 
between 13% and 32% are forecast over the next five financial years, the period covered by the most recent forecasts, which reflect historic 
actual growth and planned management actions and are considered to be achievable given current market and industry trends . The 2% 
long-term growth rate applied is considered prudent in the context of the long-term average growth rate for the funds, investment 
management and financial planning industries in which the CGU operates .
In relation to the Levitas CGU, based on the value-in-use calculation the calculated recoverable amount at 30 June 2015 was £22,195,000, 
indicating that there is no impairment . The key underlying assumptions of the calculation are the discount rate, the growth in funds under 
management of the Levitas funds and the long-term growth rate of the business . A pre-tax discount rate of 9 . 25% has been used, based on 
the Group’s assessment of the risk-free rate of interest and specific risks relating to Levitas . Annual funds under management growth rates 
of between 16% and 91% are forecast in the next five financial years, the period covered by the most recent forecasts, which reflect historic 
actual growth and planned management activities and are considered to be achievable given current market and industry trends . The 2% 
long-term growth rate applied is considered prudent in the context of the long-term average growth rate for the funds industry in which 
the CGU operates . 
The key assumptions inherent in the value-in-use calculations for the Braemar CGU were similarly a pre-tax discount rate of 9 . 25%, annual 
revenue growth rates ranging from 13% to 28% and a long-term growth rate of 2% . 
Significant headroom exists in the calculations of the respective recoverable amounts of these CGUs over the carrying amounts of the 
goodwill allocated to them . On this basis, the directors have concluded that there is no impairment . The directors consider that no reasonably 
foreseeable change in any of the key assumptions would result in an impairment of goodwill, given the margin by which the estimated 
recoverable amounts of the CGUs exceed the carrying amounts of the goodwill allocated to each .
b) Computer software
Software costs are amortised over an estimated useful life of four years on a straight line basis .
c) Acquired client relationship contracts
This asset represents the fair value of future benefits accruing to the Group from acquired client relationship contracts . The amortisation of 
client relationships is charged to the Consolidated Statement of Comprehensive Income on a straight line basis over their estimated useful 
lives (15 to 20 years) .
During the year ended 30 June 2015, the Group acquired client relationship contracts of £nil (2014: £7,875,000) as part of business 
combinations (note 13), which were recognised as separately identifiable intangible assets in the Consolidated Statement of Financial 
Position . 
d) Contracts acquired with fund managers
This asset represents the fair value of the future benefits accruing to the Group from contracts acquired with fund managers . Payments 
made to acquire such contracts are stated at cost and amortised on a straight line basis over an estimated useful life of five years .
   
a) Goodwill
14. Intangible assets 46  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
15. Property, plant and equipment
Motor 
vehicles
£’000
Fixtures and 
fittings
£’000
Equipment and 
leasehold 
improvements
£’000
Total
£’000
Cost
At 1 July 2013 35 1,622 4,748 6,405
Additions – 276 1,066 1,342
Additions on acquisition of subsidiaries – 189 – 189
At 30 June 2014 35 2,087 5,814 7,936
Additions 25 69 1,528 1,622
Disposals – (64) – (64)
At 30 June 2015 60 2,092 7,342 9,494
Accumulated depreciation
At 1 July 2013 4 668 3,312 3,984
Depreciation charge 9 291 681 981
At 30 June 2014 13 959 3,993 4,965
Depreciation charge 15 307 668 990
At 30 June 2015 28 1,266 4,661 5,955
Net book value
At 1 July 2013 31 954 1,436 2,421
At 30 June 2014 22 1,128 1,821 2,971
At 30 June 2015 32 826 2,681 3,539
16. Available for sale financial assets
2015
£’000
2014
£’000
At beginning of year 2,182 1,582
Additions 250 750
Disposals (250) –
Loss from changes in fair value – (150)
Accumulated loss on revaluation reserve recycled 68 –
Impairment loss (718) –
At end of year 1,532 2,182
The Group holds investments of 1,426,793 . 64 class B ordinary shares, representing an interest of 10 . 88% in Braemar Group PCC Limited 
Student Accommodation Cell (‘Student Accommodation fund’) and 750,000 zero dividend preference shares in GLI Finance Limited (‘GLIF’), 
an AIM-listed company incorporated in the Channel Islands .  Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  47
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
16. Available for sale financial assets continued
The Student Accommodation fund is promoted by Brooks Macdonald Funds Limited, a subsidiary of the Group . Although trading is currently 
suspended on this fund, the fund manager continues to publish a price based on the fair value of the underlying assets of the fund . At 30 June 
2015, based on the most recent valuation, the fair value of the investment was £782,000 (2014: £1,432,000) . An impairment loss of £718,000 
was recognised on this investment in the Consolidated Statement of Comprehensive Income during the year, reflecting the perceived permanent 
diminution of value of the underlying assets of the fund . This included the recycling of the accumulated loss on the revaluation reserve of 
£68,000 as at 30 June 2014 and an additional £650,000 loss from changes in fair value in the current year . In the year ended 30 June 2014,  
a revaluation loss of £150,000 was recognised in other comprehensive income in the Consolidated Statement of Comprehensive Income .
At 1 July 2014, the Group had an investment of £250,000 in the ordinary shares of SHL, an unlisted company incorporated in the Channel 
Islands . In December 2014 SHL sold its subsidiary company, Sancus Limited, to GLIF for consideration of £17 . 75m, settled through the issue 
of new ordinary GLIF shares . SHL subsequently sold its shareholding in GLIF and distributed the proceeds to its ordinary shareholders, prior 
to being voluntarily liquidated . Through this transaction, the Group realised a gain of £540,000 on its original investment of £250,000 in 
SHL ordinary shares, which is recognised as a realised gain on investment in the Consolidated Statement of Comprehensive Income . 
Prior to the sale of Sancus Limited, the Group made an additional investment of £250,000 in SHL zero dividend preference shares increasing 
the Group’s total investment to £750,000 . As part of the transaction, the Group’s entire holding of SHL zero dividend preference shares  
was exchanged for newly issued £1 GLIF zero dividend preference shares . In the opinion of the directors, the market value of the GLIF  
zero dividend preference shares at 30 June 2015 remains £750,000 as the conditions attached to these shares are similar to those of the 
equivalent SHL zero dividend preference shares for which they were exchanged .
The table below provides an analysis of the financial instruments that, subsequent to initial recognition, are measured at fair value . These are 
grouped into the following levels within the fair value hierarchy, based on the degree to which the inputs used to determine the fair value  
are observable:
• Level 1 – derived from quoted prices in active markets for identical assets or liabilities at the measurement date;
• Level 2 – derived from inputs other than quoted prices included within level 1 that are observable, either directly or indirectly; and 
• Level 3 – derived from inputs that are not based on observable market data .
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Braemar Group PCC Limited Student Accommodation Cell – 782 – 782
Sancus Holdings Limited – – – –
GLI Finance Limited – – 750 750
Total – 782 750 1,532
There were no movements  between any of the levels during the year .
17. Investment in joint venture 
In the year ended 30 June 2014, Brooks Macdonald Funds Limited, a Group company, entered into a new partnership, North Row Capital 
LLP, in which it holds a 60% interest and has joint control . The balance is owned by two individual partners who developed the investment 
approach behind the IFSL North Row Liquid Property Fund, which was launched in February 2014 . The fund offers investors liquid exposure 
to global real estate markets by investing predominantly in property derivatives, as well as property equity and debt, to gain exposure to the 
direct property markets .
The establishment of the partnership and the fund required an initial investment of £135,000 by Brooks Macdonald Funds Limited and 
additional working capital of £400,000 (2014: £225,000) in the year ended 30 June 2015 . The Group’s share of the loss for the year 
reported by North Row Capital LLP was £4,000 (2014: £128,000 loss), which has been recognised in the Consolidated Statement of 
Comprehensive Income with a corresponding reduction in the investment in joint venture recognised in the Consolidated Statement  
of Financial Position .
16. Available 
for sale 
financial 
assets 48  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
18. Deferred income tax
Deferred income tax assets are only recognised to the extent that it is probable that future taxable profit will be available against which the 
temporary differences can be utilised . An analysis of the Group’s deferred assets and deferred tax liabilities is shown below .
2015
£’000
2014
£’000
Deferred tax assets
Deferred tax assets to be settled after more than 12 months 207 204
Deferred tax assets to be settled within 12 months 502 605
Total deferred tax assets 709 809
Deferred tax liabilities
Deferred tax liabilities to be settled after more than 12 months (4,694) (5,115)
Deferred tax liabilities to be settled within 12 months (119) (2)
Total deferred tax liabilities (4,813) (5,117)
The gross movement on the deferred income tax account during the year was as follows:
2015
£’000
2014
£’000
At 1 July (4,308) (3,640)
Credit to the Statement of Comprehensive Income (note 10) 276 948
Credit recognised in other comprehensive income – 19
Charge recognised in equity (72) (60)
Additions on acquisition of subsidiaries – (1,575)
At 30 June (4,104) (4,308)
The change in deferred income tax assets and liabilities during the year was as follows:
Share-based 
payments
£’000
Deferred tax assets
At 1 July 2013 858
Credit to the Statement of Comprehensive Income 11
Charge to equity (60)
At 30 June 2014 809
Charge to the Statement of Comprehensive Income (28)
Charge to equity (72)
At 30 June 2015 709 Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  49
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
18. Deferred income tax continued
The carrying amount of the deferred tax asset is reviewed at each reporting date and is only recognised to the extent that it is probable that 
future taxable profits of the Group will allow the asset to be recovered . 
Accelerated 
capital 
allowances
£’000
Available for 
sale financial 
assets
£’000
Intangible 
asset 
amortisation
£’000
Total
£’000
Deferred tax liabilities
At 1 July 2013 12 19 4,467 4,498
Additions on acquisition of subsidiaries – – 1,575 1,575
Credit to the Statement of Comprehensive Income (10) - (927) (937)
Charge to other comprehensive income – (19) – (19)
At 30 June 2014 2 – 5,115 5,117
Additions on acquisition of subsidiaries – –
Debit/(credit) to the Statement of Comprehensive Income 117 – (421) (304)
Charge to other comprehensive income – –
At 30 June 2015 119 – 4,694 4,813
19. Trade and other receivables
2015
£’000
2014
£’000
Trade receivables 5,854 9,653
Other receivables 3,426 1,299
Prepayments and accrued income 12,122 10,480
Total trade and other receivables 21,402 21,432
20. Financial assets at fair value through profit or loss
2015
£’000
2014
£’000
At beginning of year 478 –
Additions 40 478
Disposals (263) –
Loss from change in fair value (252) –
At end of year 3 478
These investments are classified as Level 1 as defined in note 16 .
21. Cash and cash equivalents
2015
£’000
2014
£’000
Cash at bank 19,240 17,994
Cash held in employee benefit trust 34 62
Total cash and cash equivalents 19,274 18,056
Cash and cash equivalents are distributed across a range of financial institutions with high credit ratings in accordance with the Group’s 
treasury policy . Cash at bank comprises current accounts and immediately accessible deposit accounts .
18. Deferred 
income tax 50  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
22. Deferred consideration
Deferred consideration, which is also included within provisions in current liabilities to the extent that it is due to be paid within one year of 
the reporting date (note 25), relates to the directors’ best estimate of amounts payable in the future in respect of certain client relationships 
and subsidiary undertakings that were acquired by the Group . Deferred consideration is measured at its fair value based on the discounted 
expected future cash flows . The movements in the deferred consideration balance during the year were as follows:
2015
£’000
2014
£’000
At 1 July 11,236 7,927
Added on acquisitions during the year 11,264 4,826
Finance cost of deferred consideration 760 349
Fair value adjustments (216) –
Payments made during the year (9,218) (1,866)
At 30 June 13,826 11,236
Analysed as:
Amounts falling due within one year 4,384 8,293
Amounts falling due after more than one year 9,442 2,943
Total deferred consideration 13,826 11,236
Deferred consideration of £11,264,000 (2014: £4,826,000) was recognised during the year (note 13), relating to the acquisition of  
Levitas Investment Management Services Limited . Payments of £9,218,000 (2014: £1,866,000) were made during the year, representing 
£1,010,000 to the vendors of JPAM Limited and £5,093,000 to vendors of Brooks Macdonald Asset Management (International) Limited 
and Brooks Macdonald Retirement Services (International) Limited, £2,391,000 to vendors of DPZ and £724,000 to vendors of Levitas 
Investment Management Services Limited .
Deferred consideration is classified as Level 3 as described in note 16 .
Amounts falling due after more than one year from the reporting date are presented in non-current liabilities as shown below:
2015
£’000
2014
£’000
At 1 July 2,943 5,804
Added on acquisitions during the year 11,264 2,435
Finance cost on acquisitions during the year 482 26
Transfer to current liabilities (5,247) (5,322)
At 30 June 9,442 2,943
The amount payable in respect of acquisitions during the year of £11,264,000 (2014: £2,435,000) is the deferred consideration relating to 
the acquisition of Levitas Investment Management Services Limited (note 13) . An amount of £5,247,000 (2014: £5,322,000), representing 
the deferred consideration of £2,304,000 payable in respect of the acquisition of Levitas Investment Management Services Limited, £482,000 
relating to the acquisition of JPAM Limited and £2,461,000 relating to the acquisition of DPZ, was transferred to provisions within current 
liabilities . A range of final outcomes for the expected total deferred consideration payable cannot be estimated as the future value of the 
funds under management is dependent on several unpredictable variables, including client retention and market movements .
23. Other non-current liabilities
Other non-current liabilities relate to employer’s National Insurance contributions arising from share option awards under the LTIS scheme . 
An additional liability of £74,000 (2014: £82,000) was recognised during the year in respect of existing awards, granted in previous years, 
which are expected to vest in the future . During the year, an amount of £94,000 (2014: £92,000) was transferred to current liabilities, 
reflecting awards that will vest within the next 12 months . Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  51
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
24. Trade and other payables
2015
£’000
2014
£’000
Trade payables 2,854 2,134
Other taxes and social security 2,580 1,712
Other payables 1,429 1,319
Accruals and deferred income 10,031 10,013
Total trade and other payables 16,894 15,178
Included within accruals and deferred income in 2015 is an accrual of £282,000 in respect of employer’s National Insurance contributions 
arising from share option awards under the LTIS (note 29b) . In 2014 £310,000 was accrued which was also included in the Phantom Share 
Option Schemes granted in October 2008 and October 2009 . The schemes are cash settled and payments are made to participants in 
respect of their awards by the Group’s subsidiary undertakings . The options are awarded at no cost to the participants . The amount that is 
ultimately payable to participants of the scheme is equal to the increase in market value of the Company’s ordinary shares over a three year 
vesting period . The award will vest after three years to the extent that the performance conditions are satisfied and will be forfeited in total 
if performance fails to meet the minimum criteria . 
The options have been valued using a Black Scholes model based on the market price of the Company’s shares at the grant date (note 29) . 
The total charge to the Consolidated Statement of Comprehensive Income for the year for all Phantom Share Option Schemes and 
employer’s National Insurance contributions arising from share option awards under the LTIS (note 29b) was £114,000 (2014: £150,000) .  
No Phantom Share Options were outstanding at 30 June 2015 (at 30 June 2014: nil) .
25. Provisions
Client 
compensation
£’000
Deferred 
consideration
£’000
FSCS  
levy
£’000
Total
£’000
At 1 July 2013 420 2,123 240 2,783
Charge to the Statement of Comprehensive Income 233 – 351 584
Added on acquisitions during the year – 2,367 – 2,367
Finance cost of deferred consideration – 321 – 321
Transfer from non-current liabilities – 5,348 – 5,348
Utilised during the year (150) (1,866) (240) (2,256)
At 30 June 2014 503 8,293 351 9,147
Charge to the Statement of Comprehensive Income 400 – 510 910
Added on acquisitions during the year – 2,304 – 2,304
Finance cost of deferred consideration – 278 – 278
Fair value adjustments – (216) – (216)
Transfer from non-current liabilities – 2,943 – 2,943
Utilised during the year (202) (9,218) (472) (9,892)
At 30 June 2015 701 4,384 389 5,474
a) Client compensation
Client compensation provisions relate to the potential liability arising from client complaints against the Group . Complaints are assessed  
on a case by case basis and provisions for compensation are made where judged necessary .
b) Deferred consideration
Deferred consideration has been included within provisions as a current liability to the extent that it is due to be paid within one year of the 
reporting date . 52  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
25. Provisions continued
b) Deferred consideration continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
Deferred consideration payable within one year of £2,304,000 (2014: £2,367,000) was recognised during the year . An amount of 
£2,943,000 (2014: £5,348,000) was transferred from non-current liabilities, representing a payment to the vendor of JPAM Limited and a 
payment of deferred consideration paid to vendors of DPZ Capital Limited . Provisions of £9,218,000 (2014: £1,866,000) were utilised during 
the year on payment of £1,010,000 to the vendors of JPAM Limited, £2,391,000 paid to the vendors of DPZ, £5,093,000 to vendors of 
Brooks Macdonald Asset Management (International) Limited and Brooks Macdonald Retirement Services (International) Limited and 
£724,000 paid to vendors of Levitas Investment Management Services Limited .  
c) FSCS levy
Following confirmation by the FSCS in April 2015 of its final industry levy for 2015/16, the Group initially made a provision of £502,000 
(2014: £351,000) for its estimated share . At 30 June 2015, an amount of £389,000 is included within provisions for this levy, £113,000 
having been transferred to trade and other payables on receipt of invoices prior to the end of the year .
26. Reconciliation of operating profit to net cash inflow from operating activities
2015
£’000
2014
£’000
Operating profit 12,101 10,926
Adjustments for:
Depreciation of property, plant and equipment 990 981
Amortisation of intangible assets 2,708 2,212
Other gains and losses 1,004 –
Decrease / (increase) in receivables 67 (2,910)
Increase in payables 1,693 990
Increase in provisions 236 194
Decrease in non-current liabilities (20) (10)
Share-based payments 1,315 1,288
Net cash inflow from operating activities 20,094 13,671
In the year ended 30 June 2015, the Group obtained control of Levitas Investment Management Services Limited . The net cash outflow 
resulting from this business combination is presented in note 13c .
25. Provisions
b) Deferred consideration Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  53
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
27. Share capital and share premium account
The movements in share capital and share premium during the year were as follows:
Number  
of shares
Exercise
price 
(p)
Share 
capital 
£’000
Share  
premium
account  
£’000
Total 
£’000
At 1 July 2013 13,347,974 133 31,868 32,001
Shares issued:
– as consideration 158,032 1,706 . 4 2 2,696 2,698
– on exercise of options 29,500 215 . 0-290 . 5 – 72 72
– to Sharesave Scheme 56,669 578 . 0-916 . 0 – 511 511
At 30 June 2014 13,592,175 135 35,147 35,282
Shares issued:
– on exercise of options 29,500 155 . 5-290 . 5 – 50 50
– to Sharesave Scheme 38,545 916 . 0-1,054 . 0 1 403 404
At 30 June 2015 13,660,220 136 35,600 35,736
The total number of ordinary shares, issued and fully paid at 30 June 2015 was 13,660,220 (2014: 13,592,175) with a par value of 1p  
per share . 
On 12 April 2014, the Company issued 158,032 ordinary shares with a market value of £2,696,658 as part consideration for the acquisition  
of DPZ by Brooks Macdonald Asset Management (International) Limited . 
Shares issued on exercise of options and to Sharesave Scheme members resulted in a £1,000 increase in share capital in the year ended  
30 June 2015 (2014: shown as £nil due to rounding) .
Employee Benefit Trust
The Group established an Employee Benefit Trust (‘EBT’) on 3 December 2010 to acquire ordinary shares in the Company to satisfy awards 
under the Group’s Long Term Incentive Scheme (‘LTIS’) and other share-based payment schemes (note 29) . At 30 June 2015, the EBT held 
207,532 (2014: 249,696) 1p ordinary shares in the Company, acquired for a total consideration of £2,803,000 (2014: £3,168,000) with a 
market value of £3,668,000 (2014: £3,906,000) . They are classified as treasury shares in the consolidated financial statements and their 
cost has been deducted from retained earnings within shareholders’ equity .
28. Other reserves and retained earnings
Other reserves are comprised of the following balances:
2015
£’000
2014
£’000
Share option reserve 4,909 4,596
Merger reserve 192 192
Available for sale reserve – (68)
Total other reserves 5,101 4,720 54  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
28. Other reserves and retained earnings continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
The movements in other reserves during the year were as follows: 
2015
£’000
2014
£’000
Share option reserve
At beginning of the year 4,596 3,697
Share-based payments 1,315 1,288
Transfer to retained earnings (1,334) (545)
Tax on share-based payments 332 156
At end of the year 4,909 4,596
Available for sale reserve
At beginning of the year (68) 63
Recycling of reserve due to impairment 68 (131)
At end of the year – (68)
The movements in retained earnings during the year were as follows:
2015
£’000
2014
£’000
At beginning of the year 27,456 21,607
Profit for the financial year 9,151 9,056
Purchase of own shares by Employee Benefit Trust (742) (732)
Transfer from share option reserve 1,334 545
Dividends paid (3,872) (3,020)
At end of the year 33,327 27,456
29. Equity-settled share-based payments
All share options granted to employees under the Group’s equity-settled share-based payment schemes are valued using a Black Scholes 
model, based on the market price of the Company’s shares at the grant date and annualised volatility of up to 50%, covering the period  
to the end of the contractual life . Volatility has been estimated on the basis of the Company’s historical share price subsequent to flotation . 
The risk-free annual rate of interest is deemed to be the yield on a gilt edged security with a maturity term of 3 years, ranging from 0 . 30% 
to 2 . 00% .
For options granted during the year, the Black Scholes model was based on the market price of the Company’s shares at each respective 
grant date and volatility of 27% to 28% with a dividend yield of 1 . 8%, an expected vesting period of three years and a risk-free annual  
rate of interest of between 0 . 9% and 1 . 0% .
The share options issued under the various equity-settled share-based payment schemes have been valued at prices ranging from £0 . 58  
to £14 . 64 per share . The charge to the Consolidated Statement of Comprehensive Income for the year in respect of these was £1,315,000 
(2014: £1,288,000) . The weighted average remaining contractual life of all equity-settled share-based payment schemes at 30 June 2015  
was 1 . 62 years (2014: 2 . 08 years) . The weighted average share price of all options exercised during the year was £14 . 84 (2014: £15 . 79) .  
The total charge to the Consolidated Statement of Comprehensive Income for the year for all share-based payment schemes was 
£1,428,000 (2014: £1,130,000) .
28. Other reserves and 
retained earnings Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  55
29. Equity-settled share-based payments continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
The exercise price and fair value of share options granted during the year was as follows: 
Exercise  
price (p)
Fair value
(p)
Company Share Option Plan 13,805 231
Long Term Incentive Scheme nil 1,335
Employee Sharesave Scheme 1,237 471
a) Enterprise Management Incentive Scheme (‘EMI’)
Under the approved EMI Scheme, certain employees hold options to subscribe for shares in the Company at prices ranging from 155 . 5p to 
775p . Options are conditional on the employee completing three years’ service (the vesting period) and are exercisable three years from the 
grant date . The options have a contractual option term of seven years from the date they become exercisable . The Group has no legal or 
constructive obligation to repurchase or settle the options in cash .
2015 2014
Number  
of options
Weighted 
average 
exercise 
price (£)
Number  
of options
Weighted 
average 
exercise  
price (£)
At 1 July 69,253 2.90 98,753 2 . 77
Forfeited in the year – – – –
Exercised in the year (29,500) 1.71 (29,500) 2 . 47
At 30 June 39,753 3.81 69,253 2 . 90
The number of share options outstanding at the reporting date was as follows:
Scheme year (grant date)
Exercise  
price (p)
Vesting  
period
2015
Number  
of options
2014
Number  
of options
2005 155 . 5 2008 – 2015 – 25,000
2006 215 . 0 2009 – 2016 4,500 6,500
2007 290 . 5 2010 – 2017 27,150 29,650
2010 775 . 0 2013 – 2020 8,103 8,103
All years 39,753 69,253
b) Long Term Incentive Scheme (‘LTIS’)
The Company has made annual awards under the LTIS to executive directors and other senior executives . The conditional awards,  
which vest three years after the grant date, are subject to the satisfaction of specified performance criteria, measured over a three year 
performance period . All such conditional awards are made at the discretion of the Remuneration Committee .
2015
Number  
of options
2014 
Number  
of options
At 1 July 233,496 205,613
Granted in the year 70,624 45,068
Exercised in the year (95,215) (11,376)
Forfeited in the year (10,614) (5,809)
At 30 June 198,291 233,496
29. Equity-settled 
share-based 
payments 56  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
29. Equity-settled share-based payments continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
b) Long Term Incentive Scheme (‘LTIS’) (continued)
The number of share options outstanding at the reporting date was as follows:
Scheme year (grant date)
Exercise  
price (p)
Vesting  
period
2015
Number  
of options
2014
Number  
of options
2010 nil 2013 10,550 22,962
2011 nil 2014 10,622 91,554
2012 nil 2015 68,320 74,937
2013 nil 2016 42,163 44,043
2014 nil 2017 66,636 –
All years 198,291 233,496
c) Employee Benefit Trust (‘EBT’)
Brooks Macdonald Group plc established an Employee Benefit Trust (‘the Trust’) on 3 December 2010 . The Trust was established to acquire 
ordinary shares in the Company to satisfy rights to purchase shares on the exercise of options awarded under the LTIS . All finance costs and 
administration expenses connected with the Trust are charged to Consolidated Statement of Comprehensive Income as they accrue . The Trust 
has waived its rights to dividends . The following table shows the number of shares held by the Trust that have not yet vested unconditionally .
2015
Number  
of shares
2014
Number  
of shares
At 1 July 249,696 212,172
Acquired in the year 53,051 48,900
Exercised in the year (95,215) (11,376)
At 30 June 207,532 249,696
d) Company Share Option Plan (‘CSOP’)
The Company has established a Company Share Option Plan (‘CSOP’), which was approved by HMRC in November 2013 . The CSOP is a 
discretionary scheme whereby employees or directors are granted an option to purchase the Company’s shares in the future at a price set 
on the date of the grant . The maximum award under the terms of the scheme is a total market value of £30,000 per recipient . The performance 
conditions attached to the scheme require an increase in the diluted earnings per share of the Company of 2% more than the increase in 
the RPI over the three years starting with the financial year in which the option is granted .
2015 2014
Number  
of options
Weighted 
average 
exercise  
price (£)
Number  
of options
Weighted 
average 
exercise  
price (£)
At 1 July 21,016 14.52 – –
Granted in the year 22,110 13.81 21,361 14 . 52
Lapsed in the year (3,199) 14.07 (345) 14 . 52
At 30 June 39,927 14.16 21,016 14 . 52
The number of share options outstanding at the reporting date was as follows:
Scheme year (grant date)
Exercise  
price (p)
Vesting  
period
2015
Number  
of options
2014
Number  
of options
2013 14 . 52 2016 19,810 21,016
2014 13 . 81 2017 20,117 –
All years 39,927 21,016 Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  57
29. Equity-settled share-based payments continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
e) Employee Sharesave Scheme
Under the scheme, employees can contribute up to £500 a month over a three year period to acquire shares in the Company . At the end  
of the savings period, employees can elect to receive shares or receive their savings in cash . 
2015 2014
Number  
of options
Weighted 
average 
exercise  
price (£)
Number  
of options
Weighted 
average 
exercise  
price (£)
At 1 July 231,472 12.85 147,323 10 . 23
Granted in the year 96,466 12.37 149,083 13 . 86
Forfeited in the year (67,673) 13.39 (8,265) 10 . 52
Exercised in the year (36,601) 10.48 (56,669) 9 . 04
At 30 June 223,664 12.86 231,472 12 . 85
The number of share options outstanding at 30 June 2015 was as follows:
Scheme year (grant date)
Exercise  
price (p)
Vesting  
period
2015
Number  
of options
2014
Number  
of options
2011 916 . 0 2014 – 1,654
2012 1,054 . 0 2015 3,922 44,512
2013 1,172 . 0 2016 30,656 36,612
2014 1,386 . 0 2017 92,620 148,694
2015 1,237 . 0 2018 96,466 –
All years 223,664 231,472
30. Lease commitments
The Group leases various office premises under non-cancellable operating lease arrangements . The future aggregate minimum lease 
payments under these leases are as follows:
2015
£’000
2014
£’000
Within one year 1,234 1,373
Second to fifth years inclusive 5,892 1,882
After five years 1 46
31. Discretionary funds under management
The Group holds client money and assets on behalf of clients in accordance with the client money rules of the Financial Conduct Authority . 
Such money and the corresponding liabilities to clients are not shown in the Consolidated Statement of Financial Position as the Group is 
not beneficially entitled thereto . The total market value of client money and assets held is shown below:
2015
£’000
2014
£’000
Client money bank accounts 544,855 573,204
Client assets under management 6,868,145 5,976,796
Total client funds under management 7,413,000 6,550,000
29. Equity-settled share-based 
payments 58  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
32. Financial risk management
The Group has identified the financial risks arising from its activities and has established policies and procedures as part of a formal structure 
for managing risk, including establishing risk lines, reporting lines, mandates and other control procedures . The structure is reviewed 
regularly . The Group does not use derivative financial instruments for risk management purposes .
a) Liquidity risk
Liquidity risk is the risk that the Group is unable to meet its payment obligations associated with its financial liabilities when they fall due .
The primary objective of the Group’s treasury policy is to manage short-term liquidity requirements and to ensure that the Group maintains  
a surplus of immediately realisable assets over its liabilities, such that all known and potential cash obligations can be met .
The table below shows the cash inflows and outflows from the Group under non-derivative financial assets and liabilities, together with 
cash and bank balances available on demand .
At 30 June 2015
On demand
£’000
Not more 
than 3 
months
£’000
After 3 
months but 
not more 
than 1 year
£’000
After 1 year 
but not more 
than 6 years
£’000
Financial 
assets with 
no fixed 
repayment 
date
£’000
Total
£’000
Cash flows from financial assets
Available for sale financial assets – – – – 1,532 1,532
Financial assets at fair value through  
 profit or loss – – – – 3 3
Cash and balances at bank 19,274 – – – – 19,274
Trade receivables – 5,854 – – – 5,854
Other receivables – 9,936 122 – – 10,058
19,274 15,790 122 – 1,535 36,721
Cash flows from financial liabilities
Trade payables – 2,854 – – – 2,854
Other financial liabilities – 12,331 4,602 9,537 – 26,470
– 15,185 4,602 9,537 – 29,324
Net liquidity gap 19,274 605 (4,480) (9,537) 1,535 7,397
At 30 June 2014
Cash flows from financial assets
Available for sale financial assets – – – – 2,182 2,182
Financial assets at fair value through  
 profit or loss – – – – 478 478
Cash and balances at bank 18,056 – – – – 18,056
Trade receivables – 9,653 – – – 9,653
Other receivables – – 132 – – 132
18,056 9,653 132 – 2,660 30,501
Cash flows from financial liabilities
Trade payables – 2,134 – – – 2,134
Other financial liabilities – 12,588 7,891 3,058 – 23,537
– 14,722 7,891 3,058 – 25,671
Net liquidity gap 18,056 (5,069) (7,759) (3,058) 2,660 4,830 Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  59
32. Financial risk management continued
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
b) Market risk
Interest rate risk 
The Group may elect to invest surplus cash balances in short-term cash deposits with maturity dates not exceeding three months . 
Consequently, the Group has a limited exposure to interest rate risk due to fluctuations in the prevailing level of market interest rates .
A 1% fall in the average monthly interest rate receivable on the Group’s cash and cash equivalents would have the impact of reducing 
interest receivable and therefore profit before taxation by £190,000 (2014: £180,000) . An increase of 1% would have an equal and 
opposite effect .
Foreign exchange risk
The Group does not have any material exposure to transactional foreign currency risk and therefore no analysis of foreign exchange risk  
is provided .
Price risk
Price risk is the risk that the fair value of the future cash flows from financial instruments will fluctuate due to changes in market prices 
(other than those arising from interest rate risk or currency risk) . The Group is exposed to price risk through its holdings of equity securities 
and other financial assets, which are measured at fair value in the Consolidated Statement of Financial Position (notes 16 and 20) . A 1% fall 
in the value of these financial instruments would have the impact of reducing total comprehensive income by £15,000 (2014: £22,000) and 
profit before tax by £nil (2014: £5,000) . An increase of 1% would have an equal and opposite effect .
c) Credit risk
The Group may elect to invest surplus cash balances in highly liquid money market instruments with maturity dates not exceeding  
three months . The difference between the fair value and the net book value of these instruments is not material . To reduce the risk of a 
counterparty default, the Group deposits the rest of its funds in approved, high quality banks . At 30 June 2015 there was no significant 
concentration of credit risk in any particular counterparty (2014: none) .
Assets exposed to credit risk recognised on the Consolidated Statement of Financial Position total £19,274,000 (2014: £18,056,000), being 
the Group’s total cash and cash equivalents .
Trade receivables with a carrying amount of £5,854,000 (2014: £9,653,000) are neither past due nor impaired . Trade receivables have no 
external credit rating as they relate to individual clients, although the value of investments held in each individual client’s portfolio is always  
in excess of the total value of the receivable . All trade receivables fall due within three months (2014: all) .
33. Capital management
Capital is defined as the total of share capital, share premium, retained earnings and other reserves of the Company . Total capital at 30 June 
2015 was £74,164,000 (2014: £67,458,000) . Regulatory capital is derived from the Group Internal Capital Adequacy Assessment Process 
(ICAAP), which is a requirement of the Capital Requirements Directive . The ICAAP draws on the Group’s risk management process which  
is embedded within the individual businesses, function heads and executive committees within the Group .
The Group’s objectives when managing capital are to comply with the capital requirements set by the Financial Conduct Authority,  
to safeguard the Group’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits  
for other stakeholders and to maintain a strong capital base to support the development of the business .
Capital adequacy and the use of regulatory capital are monitored daily by the Group’s management . The Group’s 2015 ICAAP was 
approved in August 2015 . There have been no capital requirement breaches during the year . Brooks Macdonald Group plc’s Pillar III 
disclosure is presented on our website at www . brooksmacdonald . com .
34. Guarantees and contingent liabilities
The Company has an agreement with the Royal Bank of Scotland plc to guarantee settlement for trading with CREST stock on behalf of 
clients . The Group holds client assets to fund such trading activity .
Additional levies by the Financial Services Compensation Scheme may give rise to further obligations based on the Group’s income in the 
current or previous years . Nevertheless, the ultimate cost to the Group of these levies remains uncertain and is dependent upon future 
claims resulting from institutional failures .
32. Financial risk management 60  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Notes to the consolidated financial statements 
for the year ended 30 June 2015 | continued
35. Related party transactions
Certain directors have taken advantage of the Group’s interest-free season ticket loan facility which is available to all employees .  
The directors who have such loans are as follows:
Loan balance Maximum amount
2015
£’000
2014
£’000
2015
£’000
2014
£’000
S J Jackson 5 5 10 10
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation . The Company’s 
individual financial statements include the amounts attributable to subsidiaries . These amounts have been disclosed in aggregate in the 
relevant company financial statements and in detail in the following table:
Amounts owed  
by related parties
Amounts owed  
to related parties
2015
£’000
2014
£’000
2015
£’000
2014
£’000
Brooks Macdonald Funds  Limited 1,126 – – –
Braemar Facilities Management Limited 2 – – –
Braemar Estates (Residential) Limited 42 – – –
North Row Capital LLP 2 – – –
Braemar Group Limited 655 2,150 – –
Brooks Macdonald Financial Consulting Limited 259 311 – –
Brooks Macdonald Asset Management Limited – – 7,553 14,724
Brooks Macdonald Nominees Limited – – 2,583 2,583
All of the above amounts are interest-free and, with the exception of the subordinated loan to Braemar Group Limited, are repayable on demand .
The Group manages a number of collective investment funds that are considered related parties . Available for sale financial assets include 
an investment of 1,426,793 . 64 class B ordinary shares in Braemar Group PCC Limited Student Accommodation Cell (note 16) . This 
transaction was conducted on an arms length basis at market value .
The Group has an interest in a joint venture details of which are given in note 17 of these financial statements .
36. Interest in unconsolidated structured entities 
Structured entities are those entities that have been designed so that voting or similar rights are not the dominant factor in deciding who 
has control, such as when any voting rights relate to administrative tasks only, or when the relevant activities are directed by means of 
contractual arrangements . The Group’s interests in consolidated and unconsolidated structured entities are described below .
The only consolidated structured entity is the Employee Benefit Trust (‘EBT’), details of which are given in note 27 .
The Group has interests in structured entities as a result of contractual arrangements arising from the management of assets on behalf of its 
clients . Assets under management within the Fund and Property management segment, include those managed within structured entities . 
These structured entities consist of unitised vehicles such as Open Ended Investment Companies (OEICs) which entitle investors to a 
percentage of the vehicle’s net asset value . The structured entities are financed by the purchase of units or shares by investors . As fund 
manager, the Group does not guarantee returns on its funds or commit to financially support its funds . Where external finance is raised, the 
Group does not provide a guarantee for the repayment of any borrowings . The business activity of all structured entities, in which the 
Group has an interest, is the management of assets in order to maximise investment returns for investors from capital appreciation and/or 
investment income . The Group earns a management fee from its structured entities, based on a percentage of the entity’s net asset value . 
The main risk the Group faces from its interest in FUM managed on behalf of external investors is the loss of fee income as a result of the withdrawal 
of funds by clients . Outflows from funds are dependent on market sentiment, asset performance and investor considerations . The assets under 
management for unconsolidated structured entities is £398m (2014: £232m) . Included in revenue on the consolidated statement of comprehensive 
income is management fee income of £1,980,000 (2014: £1,324,000) from unconsolidated structured entities managed by the Group .
37. Events since the end of the year
There have been no significant events since the end of the financial year . Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  61
Independent auditors’ report 
to the members of Brooks Macdonald Group plc
Report on the parent company  
financial statements
Our opinion
In our opinion, Brooks Macdonald Group 
plc’s parent company financial statements 
(the ‘financial statements’):
•  give a true and fair view of the state of the 
parent company’s affairs as at 30 June 2015;
• have been properly prepared in accordance 
with United Kingdom Generally Accepted 
Accounting Practice; and
• have been prepared in accordance with 
the requirements of the Companies  
Act 2006 .
What we have audited
The financial statements comprise:
•  the Company Balance Sheet  
as at 30 June 2015; and
• the notes to the financial statements, 
which include a summary of significant 
accounting policies and other explanatory 
information .
The financial reporting framework that 
has been applied in the preparation of 
the financial statements is applicable 
law and United Kingdom Accounting 
Standards (United Kingdom Generally 
Accepted Accounting Practice) .
In applying the financial reporting 
framework, the directors have made a 
number of subjective judgements, for 
example in respect of significant accounting 
estimates . In making such estimates, they 
have made assumptions and considered 
future events .
Opinion on other matter 
prescribed by the Companies 
Act 2006
In our opinion the information given in 
the Strategic Report and the Report of the 
Directors for the financial year for which 
the financial statements are prepared is 
consistent with the financial statements .
Other matters on which we 
are required to report by 
exception
Adequacy of accounting records and 
information and explanations received
Under the Companies Act 2006 we are 
required to report to you if, in our opinion:
•  we have not received all the information and 
explanations we require for our audit; or
• 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 financial statements are not in 
agreement with the accounting records 
and returns .
We have no exceptions to report arising  
from this responsibility .
Directors’ remuneration
Under the Companies Act 2006 we are 
required to report to you if, in our opinion, 
certain disclosures of directors’ remuneration 
specified by law are not made . We have  
no exceptions to report arising from  
this responsibility . 
Responsibilities for the 
financial statements and the 
audit
Our responsibilities and those  
of the directors
As explained more fully in the Statement  
of Directors’ Responsibilities set out on 
page 20, the directors are responsible for 
the preparation of the financial statements 
and for being satisfied that they give a true 
and fair view .
Our responsibility is to audit and express  
an opinion on the financial statements  
in accordance with applicable law and 
International Standards on Auditing (UK 
and Ireland) (‘ISAs (UK & Ireland)’) . Those 
standards require us to comply with the 
Auditing Practices Board’s Ethical Standards 
for Auditors .
This report, including the opinions, has been 
prepared for and only for the Company’s 
members as a body in accordance with 
Chapter 3 of Part 16 of the Companies Act 
2006 and for no other purpose . We do not,  
in giving these opinions, accept or assume 
responsibility for any other purpose or to any 
other person to whom this report is shown  
or into whose hands it may come save  
where expressly agreed by our prior  
consent in writing .
What an audit of financial  
statements involves
We conducted our audit in accordance  
with ISAs (UK & Ireland) . An audit involves 
obtaining evidence about the amounts  
and disclosures in the financial statements 
sufficient to give reasonable assurance  
that the financial statements are free from 
material misstatement, whether caused by 
fraud or error . This includes an assessment of: 
• whether the accounting policies are 
appropriate to the parent company’s 
circumstances and have been consistently 
applied and adequately disclosed; 
• the reasonableness of significant 
accounting estimates made by the 
directors; and 
• the overall presentation of the  
financial statements . 
We primarily focus our work in these areas 
by assessing the directors’ judgements 
against available evidence, forming our own 
judgements, and evaluating the disclosures 
in the financial statements .
We test and examine information, using 
sampling and other auditing techniques, to  
the extent we consider necessary to provide  
a reasonable basis for us to draw conclusions . 
We obtain audit evidence through testing  
the effectiveness of controls, substantive 
procedures or a combination of both . 
In addition, we read all the financial and 
non-financial information in the Annual 
Report and Accounts to identify material 
inconsistencies with the audited financial 
statements and to identify any information 
that is apparently materially incorrect based 
on, or materially inconsistent with, the 
knowledge acquired by us in the course of 
performing the audit . If we become aware  
of any apparent material misstatements or 
inconsistencies we consider the implications 
for our report .
Other matter
We have reported separately on the Group 
financial statements of Brooks Macdonald 
Group plc for the year ended 30 June 2014 .
Marcus Hine (Senior Statutory  
Auditor) for and on behalf of 
PricewaterhouseCoopers LLP  
Chartered Accountants  
and Statutory Auditors
London
16 September 2015 62  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Note
 
£’000
2015  
£’000 £’000
2014  
£’000
Fixed assets
Investments 41 65,244 53,315
Current assets
Debtors 42 1,846 6,730
Cash at bank and in hand 526 5,254
Total current assets 2,372 11,984
Creditors: amounts falling due within one year 43 (13,051) (27,750)
Net current liabilities (10,679) (15,766)
Total assets less current liabilities 54,565 37,549
Creditors: amounts falling due after more  
 than one year 44 (9,442) –
Net assets 45,123 37,549
Financed by:
Capital and reserves
Called up share capital 45 136 135
Share premium account 45 35,600 35,148
Share option reserve 46 4,404 4,202
Revaluation reserve 46 – (68)
Profit and loss account 46 4,983 (1,868)
Total shareholders’ funds 47 45,123 37,549
The company financial statements were approved by the Board of Directors and authorised for issue on 16 September 2015, signed on their 
behalf by: 
C A J Macdonald   S J Jackson 
Chief Executive   Finance Director
 
Company Registration Number: 4402058 .
The accompanying notes on pages 63 to 68 form an integral part of the consolidated financial statements .
Company balance sheet 
as at 30 June 2015 Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  63
Notes to the company financial statements 
38. Principal accounting policies
The general accounting policies applied in the preparation of these financial statements are set out below . These policies have been applied 
consistently to all years presented, unless otherwise stated .
a) Basis of preparation
The Company’s financial statements are prepared in accordance with the Companies Act 2006 and applicable accounting standards in the 
United Kingdom . The financial statements have been prepared on the historical cost basis, except for the revaluation of investments such 
that they are measured at their fair value .
At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources  
to continue in operational existence for the foreseeable future . Accordingly, they continue to adopt the going concern basis in preparing the 
financial statements . As permitted by Section 408 of the Companies Act 2006, the company has elected not to present its own Profit and 
Loss Account and Cash Flows Statement for the financial year .
b) Investments in subsidiary companies
Investments in subsidiaries are recognised at cost less provisions for impairment .
c) Share-based payments
The Company has applied the requirements of FRS 20 ‘Share-based Payment’ and has adopted the requirements of UITF 44 . Equity-settled 
share-based payments are measured at fair value at the grant date and the charge to the Profit and Loss Account is recognised on a straight 
line basis over the period in which the related services are provided, based on the number of shares that are expected to vest .
d) Operating lease payments
Rent payments due under operating leases are charged to the Profit and Loss Account on a straight line basis over the term of the lease .  
The Company benefited from a rent-free period under the terms of its current property lease . In accordance with UITF 28 ‘Operating Lease 
Incentives’, the benefit is allocated over the shorter of the lease term and the date of the market rent review specified in the lease . During 
the rent-free period a rental charge has been recognised in the Profit and Loss Account and accrued as a liability in the Balance Sheet .
e) Retirement benefit costs
Contributions in respect of the Group’s defined contribution pension scheme are charged to the Profit and Loss Account as they fall due .
f) Employee Benefit Trust
Where the Company holds its own equity shares through an Employee Benefit Trust these shares are shown as a reduction in shareholders’ 
equity . Any consideration paid or received for the purchase or sale of these shares is shown as a reduction in the reconciliation of 
movements in shareholders’ funds . No gain or loss is recognised in the Profit and Loss Account or the Statement of Total Recognised  
Gains or Losses on the purchase, sale, issue or cancellation of these shares .
g) Other investments
Other quoted investments are designated as available for sale and re-valued each reporting period to their fair value according to the most 
recently available market information .
39. Profit for the year
Brooks Macdonald Group plc reported profit after tax for year ended 30 June 2015 of £10,352,000 (2014: £2,602,000) . Auditors’ 
remuneration is disclosed in note 7 of the consolidated financial statements . The average monthly number of employees during the year  
was ten (2014: nine) . Directors’ emoluments are set out in note 8 of the consolidated financial statements .
40. Dividends
Details of the Company’s dividends and proposed, subject to approval at the annual general meeting are set out in note 12 of the 
consolidated financial statements . 64  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Notes to the company financial statements 
continued
41. Investments
Net book value
Group 
undertakings
£’000
Quoted 
investments
£’000
Total
£’000
At 1 July 2013 45,049 1,582 46,631
Additions:
– Share options 1,288 – 1,288
– Acquisition of subsidiary 5,546 – 5,546
Revaluation – (150) (150)
At 30 June 2014 51,883 1,432 53,315
Additions:
– Share options 1,315 – 1,315
– Acquisition of subsidiary 11,264 – 11,264
Transfer to profit and loss account on impairment – 68 68
Impairment – (718) (718)
At 30 June 2015 64,462 782 65,244
Quoted investments represent the Company’s holding of 1,426,793 . 64 B shares in Braemar Group PCC Limited Student Accommodation Cell .  
Although trading is currently suspended on this fund, the fund manager continues to publish a price based on the fair value of the underlying 
assets of the fund . At 30 June 2015, based on the most recent valuation, the fair value of the investment was £782,000 (2014: £1,432,000) . An 
impairment loss of £718,000 was recognised on this investment in the Profit and Loss account during the year, reflecting the perceived permanent 
diminution of value of the underlying assets of the fund . This included the recycling of the accumulated loss on the revaluation reserve of £68,000 
as at 30 June 2014 and an additional £650,000 loss from changes in fair value in the current year . In the year ended 30 June 2014, a revaluation 
loss of £150,000 was recognised in the Profit and Loss account . Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  65
Notes to the company financial statements 
continued
41. Investments continued
Investments in group undertakings are recorded at cost, which is the fair value of the consideration paid to acquire the Company’s 
subsidiaries . Additions to group undertakings of £1,315,000 (2014: £1,288,000) represent the cost of share options issued during the year 
in accordance with FRS 20 . In respect of the year ended 30 June 2015, additions on acquisition of subsidiary of £11,264,000 represent 
100% of the share capital of Levitas Investment Management Services Limited acquired 31 July 2014 . Details of the Company’s subsidiary 
undertakings as at 30 June 2015, all of which were wholly owned and included in the consolidated financial statements, are shown below .
Company
Type of shares
and par value
Country of
incorporation
Nature of
business
Braemar Estates (Mortgages & Finance) Limited Ordinary £1 UK Dormant
Braemar Estates (Residential) Limited Ordinary £1 UK Property management
Braemar Facilities Management Limited Ordinary £1 UK Property management
Braemar Group Limited Ordinary 1p UK Investment management
Brooks Macdonald Asset Management Limited Ordinary £1 UK Investment management
Brooks Macdonald Asset Management (International) Limited Ordinary 1p & Preference £1 Channel Islands Investment management
Brooks Macdonald Asset Management (Tunbridge Wells) Limited Ordinary £1 UK Non-trading
Brooks Macdonald Financial Consulting Limited Ordinary 5p UK Financial consulting
Brooks Macdonald Funds Limited Ordinary £1 UK Fund management
Brooks Macdonald Investment Services Limited Ordinary £1 UK Dormant
Brooks Macdonald Nominees Limited Ordinary £1 UK Non-trading
Brooks Macdonald Retirement Services (International) Limited Ordinary £1 Channel Islands Retirement planning
Brooks Macdonald Tax Services Limited Ordinary £1 UK Dormant
DPZ Capital Limited Ordinary £1 Channel Islands Investment management
DPZ Nominees Limited Ordinary £1 Channel Islands Non-trading
JGHP Limited Ordinary £1 UK Non-trading
JPAM Limited Ordinary £1 UK Non-trading
Levitas Investment Management Services Limited Ordinary £1 UK Fund Sponsor 
Secure Nominees Limited Ordinary £1 Channel Islands Non-trading
UK Farming plc Ordinary 50p UK Agricultural land investment
42. Debtors
2015  
£’000
2014  
£’000
Amounts owed by subsidiary undertakings 1,729 6,461
Other debtors 117 269
Total debtors 1,846 6,730
Amounts owed by subsidiary companies are unsecured, interest-free and, with the exception of the subordinated loan to Braemar Group 
Limited, repayable on demand . 66  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
43. Creditors: amounts falling due within one year
2015  
£’000
2014  
£’000
Trade creditors 36 27
Amounts owed to subsidiary undertakings 9,779 21,307
Accruals 1,656 1,711
Other creditors 1,580 4,705
Total creditors due within one year 13,051 27,750
Amounts owed to subsidiary companies are unsecured, interest-free and are repayable on demand . Included in other creditors is 
£1,580,000, which is the directors’ best estimate of the deferred consideration payable in respect of the client relationships and subsidiary 
undertakings that were acquired by the company .
44. Creditors: amounts falling due after more than one year
As at 30 June 2015 the creditors balance of £9,442,000, falling due after more than one year, related to the directors’ best estimate of the 
deferred consideration payable in respect of the subsidiary undertaking that was acquired by the Company in the year . Deferred consideration 
is measured at its fair value based on the discounted expected future cash flows . As at 30 June 2014, there were no creditors falling due 
after more than one year .
45. Called up share capital and share premium account
The movements in share capital and share premium during the year were as follows:
Number  
of shares
Share
capital
£’000
Share 
premium 
account
£’000
Total
£’000
At 1 July 2013 13,347,974 133 31,868 32,001
Shares issued 244,201 2 3,280 3,282
At 30 June 2014 13,592,175 135 35,148 35,283
Shares issued 68,045 1 452 453
At 30 June 2015 13,660,220 136 35,600 35,736
The total number of ordinary shares, issued and fully paid at 30 June 2015, was 13,660,220 (2014: 13,592,175) with a par value of 1p per 
share . Excluding 207,532 (2014: 249,696) treasury shares held by the EBT, the Company had 13,452,688 (2014: 13,342,479) ordinary 1p shares 
in issue as at 30 June 2015 .
Long Term Incentive Scheme
The Group established an Employee Benefit Trust (‘EBT’) on 3 December 2010 to acquire ordinary shares in the Company to satisfy awards 
under the Group’s Long Term Incentive Scheme (‘LTIS’) and other share-based payment schemes (note 29) . All finance and administration 
expenses connected with the Trust are charged to the Consolidated Statement of Comprehensive Income as and when they accrue .  
The Trust has waived its rights to dividends .
During the year, in respect of the scheme granted in October 2010, the Trust received instructions to exercise 95,215 (2014: 11,376) options . 
The cost of the shares released on exercise of these options amounted to £1,113,000 (2014: £109,000) . At 30 June 2015, the number  
of shares held by the Trust was 207,532 (2014: 249,696) with a market value of £3,668,000 (2014: £3,906,000), acquired for a total 
consideration of £2,803,000 (2014: £3,168,000) . These shares are presented as treasury shares in the Group financial statements and  
their cost is deducted from retained earnings within shareholders’ equity .
The Company has made annual awards under the LTIS to executive directors and other senior executives . The conditional awards,  
which vest three years after the grant date, are subject to the satisfaction of specified performance criteria, measured over a three  
year performance period . All such conditional awards are made at the discretion of the Remuneration Committee .
Notes to the company financial statements 
continued Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  67
46. Reserves
2015  
£’000
2014  
£’000
Share option reserve
At beginning of the year 4,202 3,023
Share-based payments 1,315 1,288
Share-based payment transfer (1,113) (109)
At end of the year 4,404 4,202
Revaluation reserve
At beginning of the year (68) 63
Loss from changes in fair value – (131)
Transfer to Profit and Loss account on impairment 68 –
At end of the year – (68)
Profit and loss account
At beginning of the year (1,868) (827)
Profit for the financial year 10,352 2,602
Dividends paid (3,872) (3,020)
Share-based payment transfer 1,113 109
Purchase of own shares (742) (732)
At end of the year 4,983 (1,868)
Analysis of movement in profit and loss account
Profit and loss account
At beginning of the year 1,299 1,717
Profit for the financial year 10,352 2,602
Share-based payment transfer 1,113 109
Employee Benefit Trust shares exercised (1,113) (109)
Dividends paid (3,872) (3,020)
At end of the year 7,779 1,299
Employee Benefit Trust
At beginning of the year (3,167) (2,544)
Purchase of own shares (742) (732)
Employee Benefit Trust shares exercised 1,113 109
At end of the year (2,796) (3,167)
Total profit and loss account at end of the year 4,983 (1,868)
Notes to the company financial statements 
continued 68  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
Notes to the company financial statements 
continued
47. Reconciliation of movements in total shareholders’ funds
2015  
£’000
2014  
£’000
Profit for the financial year 10,352 2,602
Changes in fair value 68 (131)
Total recognised gains and losses for the financial year 10,420 2,471
Dividends paid (3,872) (3,020)
Share-based payments 1,315 1,288
Issue of new shares 453 3,282
Purchase of own shares by EBT (742) (732)
Net additions to shareholders’ funds 7,574 3,289
Opening shareholders’ funds 37,549 34,260
Closing shareholders’ funds 45,123 37,549
48. Lease commitments
The Company leases office premises under non-cancellable operating lease arrangements . The future aggregate minimum lease payments 
under these leases are as follows:
2015  
£’000
2014  
£’000
Within one year 1,012 959
Second to fifth years inclusive 5,315 1,241
After five years – 46
49. Related party transactions
The Company has applied the exemption available under FRS 8 in electing not to disclose transactions and balances with its wholly owned 
subsidiary companies . Details of related party transactions with directors are provided in note 35 of the consolidated financial statements . Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  69
Explanatory notes to the  
Annual General Meeting resolutions 
Enclosed with this document is a notice 
convening the Annual General Meeting  
of the Company for 27 October 2015 . This 
explanatory note gives further information 
on the resolutions set out in the notice  
of annual general meeting .
Resolution 1 – Approval of the Report 
and Accounts
The directors propose that the Company’s 
annual accounts and reports of the directors 
and the auditors for the year ended 30 June 
2015 be received and considered .
Resolution 2 – Approval of the 
Directors’ Remuneration Report
While it is not a strict requirement for the 
Company, as a matter of good corporate 
governance the directors have decided to 
propose an ordinary resolution to approve 
the directors’ remuneration report for the 
year ended 30 June 2015 . The directors’ 
remuneration report can be found on pages 
11 to 17 of the Annual Report and Accounts . 
Resolution 3 – To declare a final dividend
The directors recommend a final dividend 
of 20 . 5 pence per ordinary share . Subject 
to approval by shareholders, the final 
dividend will be paid on 28 October  
2015 to shareholders on the register  
on 25 September 2015 . 
Resolutions 4 to 6 – To re-elect certain 
of the directors
The Company’s articles of association  
state that one third of the directors (or the 
nearest whole number closest to one third) 
must retire from office at each annual 
general meeting and offer themselves for 
re-election . In addition, any director who  
has been in office for more than three 
years since their last appointment or 
re-appointment should also retire and  
offer themselves for re-election . Andrew 
Shepherd, Nick Holmes and Simon 
Wombwell are therefore offering 
themselves for re-election on this basis . 
Information on each of the directors 
standing for re-election is set out below . 
The Board confirms that each of the 
directors offering themselves for re-election 
has extensive relevant experience of the 
group and its business . The Board is 
therefore of the opinion that all such 
persons should be re-elected to the Board .
Andrew Shepherd (42) is Deputy Chief 
Executive Officer for Brooks Macdonald 
Group . Andrew joined Brooks Macdonald 
Asset Management in 2002 as an 
investment manager . Since then he has 
been promoted to the role of Investment 
Director and then to joint Managing 
Director, before moving to his current  
role in August 2015 .
Nick Holmes (44) is Managing Director  
of Brooks Macdonald Asset Management 
and is responsible for day-to-day 
management .
Simon Wombwell (54) is Chief Executive 
Officer of Brooks Macdonald Funds which 
was launched in July 2011 . Simon has 
spent his entire career in the financial 
services industry, primarily involved in  
the development, sales and marketing  
of investment products and was a 
non-executive director of the Brooks 
Macdonald Group from 2002 until he  
was appointed as an executive director  
in a full time capacity in February 2011 .
A copy of each service contract is available 
for inspection at the registered office of 
the Company and will be available for 
inspection at the annual general meeting .
Resolution 7 – To re-appoint 
PricewaterhouseCoopers LLP  
as auditors
This Resolution proposes that 
PricewaterhouseCoopers LLP should  
be re-appointed as the Company’s auditors  
and authorises the directors to determine 
their remuneration .
Resolution 8 – Authority to allot shares
The Companies Act 2006 prevents 
directors from allotting unissued shares 
without the authority of shareholders in 
general meeting . In certain circumstances 
this could be unduly restrictive . The directors’ 
existing authority to allot shares, which 
was granted at the annual general meeting 
held in 2014, will expire at the end of this 
year’s annual general meeting .
Resolution 8 in the notice of annual general 
meeting will be proposed, as an ordinary 
resolution, to authorise the directors to  
allot ordinary shares of 1 pence each in the 
capital of the Company up to a maximum 
nominal amount of £45,079 (i . e . up to 
4,507,900 ordinary shares) representing 
approximately 33% of the ordinary shares 
in issue on 16 September 2015 . The Company 
does not currently hold any shares in treasury . 
The authority conferred by this resolution 
will expire on the date which is fifteen 
months after the passing of this resolution 
or, if sooner, at the end of next year’s 
annual general meeting .
Resolution 9 – To disapply  
pre-emption rights
Unless they are given an appropriate 
authority by shareholders, if the directors 
wish to allot any of the unissued shares  
for cash or grant rights over shares or sell 
treasury shares for cash (other than pursuant 
to an employee share scheme) they must 
first offer them to existing shareholders  
in proportion to their existing holdings .  
This is known as pre-emption rights .
The existing disapplication of these 
statutory pre-emption rights, which was 
granted at the annual general meeting  
held in 2014, will expire at the end of this 
year’s annual general meeting . Accordingly, 
Resolution 9 in the notice of annual general 
meeting will be proposed, as a special 
resolution, to give the directors power  
to allot shares without the application   70  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
of these statutory pre-emption rights: first,  
in relation to offers of equity securities by 
way of rights issue, open offer or similar 
arrangements; and second, in relation to 
the allotment of equity securities for cash 
up to a maximum aggregate nominal 
amount of £13,660 (i . e . up to 1,366,000 
ordinary shares) representing approximately 
10% of the ordinary shares in issue  
on 16 September 2015 . 
The authority sought and limits set by this 
resolution will also apply to a sale by the 
Company of any shares it holds as treasury 
shares . The Companies Act 2006 allows 
shares purchased by the Company out of 
distributable profits to be held as treasury 
shares, which may then be cancelled, sold 
for cash or used to meet the Company’s 
obligations under its employee share based 
incentive schemes . Any subsequent transfers 
of treasury shares by the Company to satisfy 
the requirements of employee share-based 
incentive schemes will be counted towards 
the anti-dilution limits for such share issues 
to the extent required by the Association  
of British Insurers guidelines .
The power conferred by this resolution  
will expire on the date which falls fifteen 
months after the passing of this resolution 
or, if sooner, at the end of next year’s 
annual general meeting .
Resolution 10 – Company’s authority 
to purchase its own shares
Resolution 10 in the notice of annual 
general meeting, which will be proposed 
as a special resolution, will authorise the 
Company to make market purchases of up 
to 1,366,000 ordinary shares . The existing 
authority to make market purchases of 
ordinary shares, which was granted at the 
annual general meeting held in 2014, will 
expire at the end of this year’s annual 
general meeting .
The number of ordinary shares stated in 
this resolution equals approximately 10% 
of the Company’s ordinary shares in issue 
on 16 September 2015 . The minimum 
price that may be paid is the nominal value 
of an ordinary share (i . e . 1 pence), and  
the maximum price shall not exceed 5% 
above the average of the middle market 
quotations for an ordinary share for the 
five business days before each purchase  
is made (exclusive of expenses) .
The authority conferred by this resolution 
will expire on the date which falls fifteen 
months after the passing of this resolution 
or, if sooner, at the end of next year’s 
annual general meeting .
The directors are committed to managing 
the Company’s capital effectively . 
Although the directors have no plans to 
make such purchases, buying back the 
Company’s ordinary shares is one of the 
options they keep under review . Purchases 
would only be made after considering  
the effect on earnings per share, and  
the benefits for shareholders generally .
The Company may hold in treasury any of 
its own shares that it purchases pursuant 
to the Companies Act 2006 and the 
authority conferred by this resolution . This 
would give the Company the ability to 
re-issue treasury shares quickly and cost 
effectively and would provide the 
Company with greater flexibility in the 
management of its capital base .
Explanatory notes to the  
Annual General Meeting resolutions | continued Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  71
Notice of Annual General Meeting 
Company Registration number: 4402058
Notice is given that the annual general 
meeting of Brooks Macdonald Group plc 
(the “Company”) will be held at 72 Welbeck 
Street, London, W1G 0AY on Tuesday  
27 October 2015 at 9 . 00 am for the 
following purposes .
Ordinary business
To resolve as ordinary resolutions:
1 .  To receive and consider the accounts and 
reports of the directors and the auditors 
for the year ended 30 June 2015 .
2 .  To approve the directors’ remuneration 
report for the year ended 30 June 2015 .
3 .  To declare a final dividend of 20 . 5 pence 
per ordinary share for the year ended 
30 June 2015 .
4 .  To re-elect Andrew Shepherd  
as a director . 
5 . To re-elect Nick Holmes as a director .
6 .  To re-elect Simon Wombwell  
as a director .
7 .  To re-appoint PricewaterhouseCoopers 
LLP as the Company’s auditors and to 
authorise the directors to determine 
their remuneration .
Special business
Directors’ authority to allot shares
To resolve as an ordinary resolution:
8 .  That the directors be generally and 
unconditionally authorised pursuant to 
section 551 of the Companies Act 2006 
(the “Act”) to exercise all the powers of 
the Company to allot shares in the 
Company and to grant rights to 
subscribe for, or to convert any security 
into, shares in the Company (“Relevant 
Securities”), up to a maximum 
aggregate nominal amount of £45,079, 
for a period expiring (unless previously 
revoked, varied or renewed) on the date 
which is fifteen months after the 
passing of this resolution or, if sooner, 
the end of the next annual general 
meeting of the Company . However,  
in each case the Company may,  
before such expiry, make an offer  
or agreement which would or might 
require Relevant Securities to be allotted 
after this authority expires and the 
directors may allot Relevant Securities  
in pursuance of such offer or  
agreement as if this authority  
had not expired .
  All previous unutilised authorities given 
to the directors pursuant to section 551 
of the Act shall cease to have effect at 
the conclusion of the annual general 
meeting, save to the extent that those 
authorities are exercisable pursuant to 
section 551(7) of the Act by reason  
of any offer or agreement made prior to 
the date of this resolution which would 
or might require shares to be allotted  
or rights to be granted on or after  
that date .
Disapplication of pre-emption rights
To resolve as a special resolution:
9 .  That, subject to the passing of 
resolution 8 above, the directors 
be generally empowered pursuant 
to sections 570 and 573 of the Act 
to allot equity securities (within the 
meaning of section 560 of the Act) 
for cash, pursuant to the authority 
conferred by resolution 8, as if section 
561 of the Act did not apply to such 
allotment, provided that this power 
shall expire on the date which is 
fifteen months after the passing of this 
resolution or, if sooner, the end of the 
next annual general meeting of the 
Company . This power shall be limited 
to the allotment of equity securities:
 9 . 1  in connection with an offer 
of equity securities (including, 
without limitation, under a 
rights issue, open offer or 
similar arrangement) in favour 
of holders of ordinary shares 
in the capital of the Company 
in proportion (as nearly as may 
be practicable) to their existing 
holdings of ordinary shares  72  |  Brooks Macdonald Group  |  Annual Report and Accounts 2015
but subject to such exclusions 
or other arrangements as 
the directors deem necessary 
or expedient in relation to 
fractional entitlements or any 
legal, regulatory or practical 
problems under the laws of any 
territory, or the requirements 
of any regulatory body or stock 
exchange; and 
 9 . 2  otherwise than pursuant to 
paragraph 9 . 1 up to an aggregate 
nominal amount of £13,660; 
   but the Company may, before 
such expiry, make an offer or 
agreement which would or might 
require equity securities to be 
allotted after this power expires 
and the directors may allot equity 
securities in pursuance of such 
offer or agreement as if this 
power had not expired . 
   This power applies in relation 
to a sale of shares which is an 
allotment of equity securities 
by virtue of section 560(2)
(b) of the Act as if in the first 
paragraph of this resolution the 
words “pursuant to the authority 
conferred by resolution 8” were 
omitted .
   All previous unutilised powers 
given to the directors pursuant 
to sections 570 and 573 of the 
Act shall cease to have effect 
at the conclusion of this annual 
general meeting .
Company’s authority to purchase  
its own shares
To resolve as a special resolution:
10 .  That the Company be generally 
authorised pursuant to section 701 
of the Act to make market purchases 
(within the meaning of section 693(4) 
of the Act) of its ordinary shares of 
£0 . 01 each on such terms and in 
such manner as the directors shall 
determine, provided that:
 10 . 1  the maximum number  
of ordinary shares hereby 
authorised to be purchased  
is 1,366,000;
 10 . 2  the maximum price which may 
be paid for each ordinary share 
shall be 5% above the average 
of the middle market quotations 
for an ordinary share (as derived 
from The Stock Exchange Daily 
Official List) for the five business 
days immediately before the day 
on which the purchase is  
made (in each case exclusive  
of expenses);
 10 . 3  the minimum price which may 
be paid for each ordinary share 
shall be £0 . 01; and
 10 . 4  this authority (unless previously 
revoked, varied or renewed) 
shall expire on the date which 
is fifteen months after the 
passing of this resolution or, 
if sooner, the end of the next 
annual general meeting of the 
Company, except in relation to 
the purchase of ordinary shares 
the contract for which was 
concluded before such date and 
which will or may be executed 
wholly or partly after such date .
By order of the Board
Simon Broomfield 
Company Secretary
25 September 2015
Registered office: 
72 Welbeck Street, London W1G 0AY
Notice of Annual General Meeting 
continued Brooks Macdonald Group plc  |  Annual Report and Accounts 2015  |  73
Notes:
Rights to appoint a proxy
1 .  Members of the Company are entitled 
to appoint a proxy to exercise all or any 
of their rights to attend and to speak 
and vote at a meeting of the Company . 
A proxy does not need to be a member 
of the Company . A member may 
appoint more than one proxy in relation 
to a meeting provided that each proxy 
is appointed to exercise the rights 
attached to a different share or shares 
held by that member .
2 .  A proxy form which may be used to 
make such appointment and give proxy 
directions accompanies this notice . If 
you do not receive a proxy form and 
believe that you should have one, or if 
you require additional proxy forms in 
order to appoint more than one proxy, 
please contact Capita Asset Services on 
0871 664 0300 (overseas callers should 
use +44 (0) 208 639 3399, calls to 
this number cost 12 pence per minute 
from a BT landline; other providers’ 
costs may vary, lines open 9 . 00 am to 
5 . 30 pm, Monday to Friday) .
Procedure for appointing a proxy
3 .  To be valid, the proxy form must be 
received by post or (during normal 
business hours only) by hand at Capita 
Asset Services, PXS, 34 Beckenham 
Road, Beckenham, Kent BR3 4TU 
no later than 9 . 00 am on Sunday 
25 October 2015 . It should be 
accompanied by the power of attorney 
or other authority (if any) under which 
it is signed or a notarially certified (or 
certified by a solicitor with a current 
practising certificate) copy of such 
power or authority .
4 .  The return of a completed proxy form 
will not preclude a member from 
attending the annual general meeting 
and voting in person if he or she wishes 
to do so .
Record date
5 .  To be entitled to attend and vote at  
the annual general meeting (and for  
the purpose of the determination by  
the Company of the votes they may  
cast), members must be registered in  
the register of members of the Company  
at 6 . 00 pm on Sunday 25 October 2015 
(or, in the event of any adjournment, 
48 hours before the time of the  
adjourned meeting) . Changes to the  
register of members after the relevant 
deadline will be disregarded in 
determining the right of any person  
to attend and vote at the meeting .
Corporate representatives
6 .  Any corporation which is a member 
can appoint one or more corporate 
representatives who may exercise on 
its behalf all of its powers as a member 
provided that they do not do so in 
relation to the same shares .
Other rights of members
7 .  Any member attending the meeting 
has the right to ask questions . The 
Company must cause to be answered 
any such question relating to the 
business being dealt with at the 
meeting but no such answer need be 
given if (a) to do so would interfere 
unduly with the preparation for the 
meeting or involve the disclosure of 
confidential information, (b) the answer 
has already been given on a website in 
the form of an answer to a question, 
or (c) it is undesirable in the interests of 
the Company or the good order of the 
meeting that the question be answered .
Documents available for inspection
8 .  There will be available for inspection at 
the registered office of the Company 
during normal business hours on any 
weekday (excluding Saturdays and 
public holidays) and at the place of the 
meeting for at least 15 minutes prior to 
and during the annual general meeting 
copies of:
• the service contract of each executive 
director; and
• the letter of appointment of each  
non-executive director .
Notice of Annual General Meeting 
continued  Annual Report & Accounts 2014 Brooks Macdonald Group plc
FOLD
FOLD
Please read the notice of meeting and the explanatory notes below before completing this form.
I/We (see note 5)  Name
 
Address
being a member/members of the above-named Company hereby appoint the chairman of the meeting (see note 6) OR
Name
 
Address
 
as my/our proxy to attend, speak and vote in my/our name and on my/our behalf at the Annual General Meeting of the Company to be held on  
27 October 2015 at 9.00 am and at any adjournment thereof.
 
Please tick this box if this proxy appointment is one of multiple appointments being made by the same member (see note 2).
 
The above proxy is appointed to exercise the rights attached to [all] OR 
Number shares
 
(see notes 1 and 2) of the ordinary shares 
held by me.
I/we direct my/our proxy to vote on the resolutions set out in the notice of Annual General Meeting as I/we have indicated by placing a mark in the 
appropriate box below (see notes 7 and 8).
Ordinary business FOR AGAINST VOTE WITHHELD
Resolution 1: To receive and consider the Annual Report and Accounts for the year ended 30 June 2015
Resolution 2: To approve the directors’ remuneration report for the year ended 30 June 2015
Resolution 3: To declare a final dividend of 20.5 pence per ordinary share 
Resolution 4: To re-elect Andrew Shepherd as a director
Resolution 5: To re-elect Nick Holmes as a director
Resolution 6: To re-elect Simon Wombwell as a director
Resolution 7: To re-appoint PricewaterhouseCoopers LLP as the Company’s auditors and to authorise the directors 
to determine their remuneration
Special business FOR AGAINST VOTE WITHHELD
Resolution 8: Ordinary resolution to give the directors authority to allot shares
Resolution 9: Special resolution to give the directors power to disapply pre-emption rights in relation 
to the allotment of shares
Resolution 10: Special resolution to give the Company a general authority to purchase its own shares
Signature: 
 
Date: 
 / /2015
(To be valid, this proxy form must be signed) (see note 11)
Notes:
Your rights to appoint a proxy
1.   
2.  
  
3. If you appoint a proxy, this does not preclude you from attending the meeting and voting in person.
Procedure for appointing a proxy
4. Please insert your full name and address in block capitals in the box.
5.  To appoint as your proxy a person other than the chairman of the meeting, delete the words in square brackets and insert the full name and address of your chosen proxy in block capitals 
in the box. If you sign and return this proxy form with no name inserted in the box, the chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy 
someone other than the chairman of the meeting, it is your responsibility to ensure that that person attends the meeting and is aware of your voting intentions. If you wish your proxy 
to make any comments on your behalf, you will need to appoint someone other than the chairman of the meeting and give that person your directions.
Directing your proxy how to vote
6.  To direct your proxy how to vote on the resolutions mark the appropriate box with a “ ”or an “”. If no voting direction is given, your proxy can vote or abstain from voting as he or she 
chooses. Your proxy has the right to vote (or abstain from voting) as he or she chooses in relation to any other business (including a resolution to adjourn the meeting or to amend a resolution) 
which may properly come before the meeting.
7.  The “vote withheld” option is provided to enable you to abstain on any particular resolution. However, it should be noted that a “vote withheld” is not a vote in law and will not be counted 
in the calculation of the proportion of the votes “for” and “against” a resolution.
Other
8.  To be valid, this proxy form must be received by post or (during normal business hours only) by hand at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later 
than 9.00 am on Sunday 25 October 2015. 
9.  In the case of joint holders of any share, where more than one of the joint holders purports to appoint a proxy in respect of the same share, only the appointment submitted by the person 
whose name stands first in the register as one of the joint holders will be accepted.
10.  This proxy form must be signed and dated by the member or his or her attorney duly authorised in writing. In the case of a member which is a company, this proxy form must be executed 
under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or other authority under which this proxy form is signed, 
or a copy of such power or authority, must be included with the proxy form.
11.  In accordance with Regulation 41 of the Uncertificated Securities Regulations Act only those shareholders entered on the register of members at 6.00 pm on Sunday 25 October 2015 
are entitled to attend and vote at the Annual General Meeting to be held at 9.00 am on 27 October 2015.
Brooks Macdonald Group plc
Form of proxy 
Annual General Meeting on 27 October 2015 at 9.00 am
As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend and to speak and vote at a meeting of the Company. A proxy does not need 
to be a member of the Company. You may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share 
or shares held by you.
You may appoint a proxy in respect of all or some only of the shares held by you. If you do not want to appoint a proxy in respect of all of the shares held by you, delete the word “all” 
in square brackets and insert the number of shares in respect of which you wish to appoint your proxy in the box provided. If you sign and return this proxy form with no number inserted, 
you will be deemed to have appointed your proxy in respect of all of the shares held by you.
If you require additional proxy forms in order to appoint more than one proxy, please contact the Company’s registrar, Capita Asset Services on 0871 664 0300 (overseas callers should use 
+44 (0) 208 639 3399, calls to this number cost 12 pence per minute from a BT landline; other providers’ costs may vary, lines open 9.00 am to 5.30 pm, Monday to Friday), or you may 
copy this form. Please indicate by ticking the box provided if the proxy appointment is one of multiple appointments being made. You must also indicate in the separate box the number 
of shares in relation to which the proxy holder is authorised to act as your proxy. All proxy forms must be signed and should, wherever possible, be returned together in one envelope.  Directors
C J Knight  Chairman
C A J Macdonald  Chief Executive
C R Harris  Senior Independent Director
N I Holmes
S J Jackson  Group Finance Director
R S Price  Non-executive Director
D Seymour-Williams  Non-executive Director
A W Shepherd Deputy Chief Executive
R H Spencer
S P Wombwell
Offices
Edinburgh  10 Melville Crescent, Edinburgh, EH3 7LU
Guernsey  Yorkshire House, Le Truchot, St . Peter Port, Guernsey, GY1 1WD
Hale  Richmond House, Heath Road, Hale, Cheshire, WA14 2XP
Hampshire   The Long Barn, Dean Estate, Wickham Road, Fareham,  
Hampshire, PO17 5BN
Jersey  Liberation House, Castle Street, St . Helier, Jersey, JE2 3AT
London   72 Welbeck Street, London, W1G 0AY 
John Stow House, 18 Bevis Marks, London, EC3A 7JB
Leamington Spa   36 Hamilton Terrace, Holly Walk, Leamington Spa,  
Warwickshire, CV32 4LY
Manchester  1 Marsden Street, Manchester, M2 1HW
Taunton   Ground Floor, Blackbrook Gate, Blackbrook Park Avenue,  
Taunton, Somerset, TA1 2PX
Tunbridge Wells  2 Mount Ephraim Road, Tunbridge Wells, Kent, TN1 1EE
York   Howard House, 3 St . Mary’s Court, Blossom Street, York, YO24 1AH
Company information
Company Secretary  S Broomfield
Company Registration Number  4402058
Registered Office  72 Welbeck Street, London, W1G 0AY
Website  www . brooksmacdonald . com
Directors and advisers
Independent auditors
PricewaterhouseCoopers LLP 
7 More London Riverside 
London 
SE1 2RT
Registrars
Capita Asset Services 
The Registry 
34 Beckenham Road 
Beckenham  
Kent 
BR3 4TU
Solicitors
Macfarlanes LLP 
20 Cursitor Street 
London 
EC4A 1LT
Nominated adviser  
and broker
Peel Hunt LLP 
Moor House 
120 London Wall 
London 
EC2Y 5ET
Principal bankers
The Royal Bank of Scotland plc 
280 Bishopsgate
London
EC2M 4RB
Public relations
MHP Communications Limited 
6-11 Agar Street 
London 
WC2N 4HN www.brooksmacdonald.com