Annual Report & Accounts 
for the year ended 30 June 2014 Business performance 
Financial highlights 1
Chairman’s statement 2
Chief Executive’s review 3-4
Strategic report 5-15 
Directors’ reports 
Report of the directors 16-17
Statement of directors’ responsibilities 18
Consolidated financial statements 
Independent auditors’ report to the members of Brooks 
Macdonald Group plc 19-20
Consolidated statement of comprehensive income 21
Consolidated statement of financial position 22
Consolidated statement of changes in equity 23
Consolidated statement of cash flows 24
Notes to the consolidated financial statements 25-59
 
Company financial statements 
Independent auditors’ report to the members of Brooks 
Macdonald Group plc 60
Company balance sheet 61
Notes to the company financial statements 62-66
 
Shareholders’ information 
Explanatory notes to the Annual General  
Meeting resolutions 67-68
Notice of Annual General Meeting 69-70
Form of proxy 71
 
Other information 
Directors and advisers IBC Annual Report & Accounts 2014
1
Brooks Macdonald Group plc
Financial highlights
Funds under management (£m) Earnings per share (p) Dividend per share (p)
2010 2011 2012 2013 2014
2,186
2,969
3,520
5,110
6,550
2010 2011 2012 2013 2014
38.10
51.92
57.43
65.88
69.01
2010 2011 2012 2013 2014
9.0
15.0
18.5
22.5
26.0
Discretionary funds under 
management increased from 
£5.11 billion to £6.55 billion 
during the year
Pre-tax profit for the year was 
£10.6 million compared to  
£10.4 million in 2013
Post-tax profit for the year 
attributable to shareholders  
was £9.1 million compared to 
£8.0 million in 2013
Basic earnings per share increased 
from 65.88p to 69.01p
Total dividends per share have 
increased from 22.5p to 26.0p, 
including a proposed final 
dividend of 19.0p per share
+28%
+5%
+16% +2%
+14% Annual Report & Accounts 2014 Brooks Macdonald Group plc
2
This has been a year of 
significant change, in 
which we have made large 
investments in the Group’s 
future, maintained our 
profits and grown  
our discretionary funds 
under management.
Profit before tax has risen marginally to 
£10.6m, in line with expectations. Earnings 
per share have risen to 69.01p.
The board is recommending a final dividend 
of 19.0p per share which, if approved by 
shareholders, will result in total dividends for 
the year of 26.0p. This represents an increase 
of 16% over the total dividends paid last year 
of 22.5p per share. The final dividend will be 
paid on 28 October 2014 to shareholders 
who are on the register at the close of 
business on 26 September 2014.
Richard Price joined us as a non-executive 
director in August. He is a former partner in 
KPMG and brings us the benefit of his 
considerable experience and expertise in the 
financial services industry.
DPZ Capital Limited (‘DPZ’) became part of 
the Group in April 2014 and now forms part 
of Brooks Macdonald International, based in 
Jersey. This acquisition added £360m of 
discretionary funds under management and 
brings further scale and skill sets to our 
existing offshore offering. After the year end 
we completed the acquisition of Levitas 
Investment Management Services Limited 
(‘Levitas’), further expanding our Funds 
business and also our exposure in the 
growing field of pensions fund 
management, largely stemming from the 
Government’s auto enrolment initiative.
Our discretionary funds under management 
grew strongly over the year and as at  
30 June 2014 totalled £6.55bn (2013: 
£5.11bn), a rise of 28%. Net of the DPZ 
acquisition this represents a rise of over 
21%, compared to the WMA Balanced 
index that grew by 6.2% over the year.
As well as this increase in discretionary funds 
under management we also saw growth in 
all parts of the Group. Advisory assets 
increased to over £450m (2013: £348m), 
property assets under administration grew 
to £1.13bn (2013: £1.04bn) and third party 
assets under administration grew to £200m 
(2013: £140m).
In addition to the acquisitions mentioned 
above the Group has continued to grow 
organically with a combination of strong 
new business flow and by providing risk 
adjusted returns for our clients. We expect 
to continue to invest in the future of the 
business – in further development of our IT 
systems and in our investment and wealth 
management process. The strength of our 
brand and the professionalism of our staff, 
coupled with the continued investment in 
the business to which I have referred, enable 
us to look forward with confidence.
Christopher Knight 
Chairman
16 September 2014
“The strength of our brand 
and the professionalism 
of our staff, coupled with 
the continued investment 
in the business… enable 
us to look forward 
with confidence” 
Chairman’s statement
Christopher Knight, Chairman Annual Report & Accounts 2014
3
Brooks Macdonald Group plc
Chief Executive’s review
Introduction
After the considerable changes within the 
industry in recent years, this has been a year 
where the business has continued to evolve, 
we have invested in the future and grown 
funds under management and 
administration. We have maintained profits 
and positioned the Group for a return to 
profit growth despite increased costs. The 
growth in funds and changes have only 
been possible with the hard work and 
dedication of all our staff. In addition we 
continue to receive considerable support 
from professional intermediaries both in and 
outside the UK and I would like to thank 
them for the confidence they have shown in 
the Group.
Funds under management
Our discretionary funds under management 
rose to over £6.5bn, a rise of over £1.4bn 
over the year. This represents an increase of 
28.2% supported by the DPZ acquisition and 
investment markets. Investment performance 
across the Group accounted for 6.5% over 
the year (£330m), DPZ 7.0% (£360m) and 
net new business 14.7% (£750m).
We have seen growth in each of our 
investment services. Our Bespoke Portfolio 
Service (‘BPS’) is our core private client 
offering and is offered on and offshore with 
the principal source of business being 
referrals from professional advisers. Our 
Managed Portfolio Service (‘MPS’) is 
available either as a portfolio or as a unit 
and after a period of margin pressure I am 
pleased to report that pricing appears to 
have stabilised. This service has principally 
been marketed onshore but we will, post 
the DPZ acquisition, be marketing this to 
professional intermediaries offshore. Clients 
include private individuals, trusts and 
charities and both our MPS and BPS 
offerings are benefiting from the increasing 
popularity of Self-invested Personal  
Pensions (SIPPs) and other money purchase 
pension arrangements.
Our Funds business has grown to £518m in 
funds under management (2013: £390m) 
and continues to gain momentum. 
We are now also managing over £1.1bn of 
discretionary assets offshore including the 
recently acquired DPZ funds. This has 
grown net of the acquisition by over £180m 
over the last financial year. In addition we 
have over £450m of advisory assets, all of 
which are based offshore.
Braemar Estates, our specialist property 
manager, continues to grow and now has 
property assets under management of 
£1.13bn (2013: £1.04bn).
Our UK Financial Planning income grew by 
65% to £3.8m (2013: £2.3m).
Industry background
Eighteen months after the introduction of 
the Retail Distribution Review (‘RDR’) in the 
UK, it is worth commenting on the changes 
that the wealth management industry has 
undergone. The legislation was introduced, 
amongst other things, to improve 
transparency, the stability of financial 
institutions and competition for clients. We 
were and remain supportive of these 
objectives but RDR has led to significant 
industry changes. We have had to invest 
heavily in systems, reissue application forms 
to all our clients and change the pricing of 
our MPS proposition. The costs of regulation 
have risen very significantly but we have 
embraced these changes and are now 
positioned to continue to grow the business 
in the new regulatory environment. 
“In a year of continued 
change the Group has  
made good progress 
particularly in the growth 
of our discretionary funds 
under management”
Chris Macdonald, Chief Executive Annual Report & Accounts 2014 Brooks Macdonald Group plc
4
Chief Executive’s review
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 organic growth revolves around 
working with professional intermediaries, 
principally financial advisers, trust 
companies, and private client legal and 
accountancy practices. This remains a 
critical area for growth for the business and I 
am pleased to report that we now work 
with more than 670 professional 
intermediary firms covering Asset 
Management on and offshore, Funds and 
Financial Consulting. Over the last year we 
have also expanded our reach with 
professional intermediaries offshore and this 
will remain an area of focus during 2014 
and beyond.
In addition we continue to grow our brand, 
recruit high quality staff and invest in our 
trainee programme. We have in the last year 
made several senior appointments including 
our Head of Investment Services (David 
Lewis-Irlam) and Head of Group Governance 
(Simon Broomfield) and seven new trainee 
appointments as well as six trainees 
qualifying. We now have over 80 investment 
managers, 30 consultants and 17 trainees. 
Organic growth has been geographically well 
spread. With the opening of our office in 
Leamington Spa last year (and openings in 
York and Taunton in recent years) we now 
have a much stronger regional footprint 
across the UK. This allows us to provide a 
strong local service as well as providing a 
nationwide service where needed by larger 
firms of professional intermediaries. Linked to 
this is where we work closely with a number 
of strategic partners and I am pleased that 
we now have 15 (2013: 12) Strategic 
Alliances (which refer significant amounts of 
business into our discretionary offering).
We continually look to improve our service 
offering and performance development. 
Over the last year we have entered into a 
new partnership (North Row Capital LLP) 
and as result launched the IFSL North Row 
Liquid Property Fund; we have enabled our 
AIM investment service to be distributed via 
professional intermediaries; we are 
launching our offshore MPS proposition; we 
continue to invest in risk monitoring tools 
for investment portfolios and to expand our 
research capabilities. Investment 
performance for our clients remains strong, 
particularly for low, low-to-medium and 
medium risk client mandates, in which the 
vast majority of our clients sit. We also 
believe the opportunity for SIPPs and the 
management of pension funds to be 
another opportunity for the Group and this 
remains an area of focus onshore.
We made two acquisitions during the year. 
We completed the acquisition of DPZ in 
April and its integration into Brooks 
Macdonald International (‘BMI’) continues 
apace. As well as adding scale to our 
international presence DPZ bring specific 
MPS and fixed interest skill sets. I would like 
to take this opportunity to thank the teams 
in BMI and DPZ for all their hard work in 
making this happen. 
At the end of July (post the year end) we 
completed the acquisition of Levitas 
pursuant to the purchase of the option in 
December 2013. Levitas has two risk-rated 
funds specifically designed for the employee 
benefits market. At the time of completion 
Levitas funds totalled £89.4m and this 
dovetails with our belief in the significant 
opportunity around auto enrolment and the 
growth of personal pension provision.
We have continued to be recognised 
externally with a series of awards over the 
last year and as a people business I was 
delighted that we were again recognised as 
being in the Sunday Times Top 100 Medium 
Sized Companies to Work For. I am pleased 
to report that the Group has been identified 
as the only discretionary fund manager to 
achieve the highest level of Defaqto (an 
independent, financial research company in 
the UK) Star and Diamond Rating in all four 
categories of discretionary management 
(MPS, Bespoke, Funds and Platforms).
Summary and outlook
The amount of change in the financial 
services industry has not slowed down and 
we have been quick to adapt where 
necessary. This has required investment of 
both capital and a huge amount of hard 
work for all members of staff. In a year of 
continued change the Group has made 
good progress particularly in the growth of 
our discretionary funds under management.
Markets have been supportive, particularly 
in the first half of the calendar year and our 
outlook for investment returns remains 
cautiously optimistic, balancing economic 
recovery and the end of quantitative easing 
against the potential rise in UK interest rates. 
We will continue to invest in systems 
development and remain optimistic for new 
business flows. After a year of flat profits we 
expect to return to profit growth. New 
business has started the year well and the 
Board remains confident for the future of 
the Group. 
Chris Macdonald 
Chief Executive
16 September 2014 Annual Report & Accounts 2014
5
Brooks Macdonald Group plc
Strategic report
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 Asset 
Management (International) 
Limited (‘BMI’)
Jersey and Guernsey Discretionary investment 
management, custody, nominee, 
dealing, advisory and stockbroking
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 Retirement 
Services (International) Limited 
(‘BMRSI’)
Jersey and Guernsey Independent financial advice Private individuals, families, trusts  
and businesses
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.
Results and cash position
The Group has seen continued revenue growth in the year with an 
increase of 9% to £69.13m (2013: £63.16m), despite pressure on 
pricing in some parts of the Group. The Group is also in a period of 
significant IT investment in order to enhance the services we offer 
clients and to realise operational efficiencies across the business as a 
whole. 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. 
Statutory pre-tax profits for the year increased marginally to £10.6m 
(2013: £10.4m) and basic earnings per share increased by 5% to 
69.01p (2013: 65.88p).
Cash flow from operating activities as detailed in note 23 increased 
4% to £13.7m (2013: £13.2m) and, subject to approval by 
shareholders at the Annual General Meeting, a final dividend of 
19.0p per share will be paid on 28 October 2014 to shareholders on 
the register at 26 September. This makes total dividends for the year 
of 26.0p (2013: 22.5p), which is an increase of 16%.
The Group had no borrowings at 30 June 2014 (2013: £nil) and, in a 
year of considerable investment as detailed in the consolidated 
statement of cash flows on page 24, closing cash balances were 
maintained at £18.1m (2013: £18.4m). As disclosed in note 22 there 
are amounts due within one year of £8.3m in respect of the deferred 
consideration on the acquisitions of DPZ Capital Limited, JPAM Limited 
and Brooks Macdonald International. On 31 July 2014 the company 
exercised its option to acquire Levitas (see note 34) and made the initial 
payment of £0.7m under the terms of the agreement. Annual Report & Accounts 2014 Brooks Macdonald Group plc
6
Strategic report
Strategy and outlook
A key part of the strategy for the Group remains to grow the 
business both organically and through strategic investments to 
supplement and complement existing parts of the Group. The 
Group has made the recent acquisition of DPZ Capital Limited (see 
note 9), a wealth management business based in Jersey and, on  
31 July 2014, exercised an option to acquire 100% of the share 
capital of Levitas Investment Management Services Limited (see 
note 34). The Group also made an investment in North Row Capital 
LLP during the year (see note 14), which manages a fund providing 
investors with liquid exposure to the global real estate market. Each 
of these transactions has enhanced the range of services and 
strengthened the offering of the Group. 
There has been continued development and investment in the IT 
systems across the Group together with an increasing cost in 
relation to our regulatory and compliance responsibilities. These 
specific cost areas, together with other investments in staff and 
general infrastructure, have resulted in a year of static profits for the 
Group, but whilst we will continue to invest in our systems 
development we expect to return to profits growth next year. 
BMAM, BMI and BMF - discretionary 
investment management
The investment management service principally provides 
discretionary investment management to private investors, charities 
and trusts. Despite considerable changes within the industry we 
have continued to grow funds under management (‘FUM’) which is 
one of the main key performance indicators (‘KPIs’) of the Group. In 
April 2014 we made the acquisition of DPZ Capital Limited (see 
note 9) in Jersey, but we have additionally grown FUM organically 
(including net new business and investment growth) by over £1bn 
during the year. The detailed movement in FUM over the year is 
shown below.
BMAM, BMI and BMF Funds under management (£m)
At 1 July 2013 5,110
Inflows – net new discretionary business* 750
  – acquired through DPZ Capital Limited 360
  – investment growth 330
At 30 June 2014 6,550
Organic growth net of markets 14.7%
Total net growth 28.2%
* Includes clients leaving and capital or income withdrawals of larger than £50,000 
for Bespoke Portfolio Service and larger than £20,000 for Managed Portfolio Service
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 significantly to £518m (2013: £390m) at 
30 June 2014, an increase of 33%. 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 IFSL North Row Liquid Property Fund that was 
launched in February 2014 and has contributed £16m to the year 
end total of FUM.
A large proportion of the new organic 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 are 
another KPI. The number of introducing firms has increased to 670 
(2013: 544) at 30 June 2014.
BMFC and BMRSI
BMFC, the UK based financial consulting business, had a strong year 
of growth with revenue increasing by 65% in the year to 30 June 
2014 to £3.81m (2013: £2.32m). The 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. It saw growth across both areas with 
revenue starting to flow from “auto enrolment” advice resulting 
from the Pensions Act 2008. BMFC is in a period of investment with 
additional staff and systems to enable it to take opportunities 
presented by auto enrolment and the cost of this investment 
resulted in a loss for the year. Annual Report & Accounts 2014
7
Brooks Macdonald Group plc
Strategic report
BMRSI had a year of consolidation and is now starting to look at 
international pension opportunities in a number of jurisdictions and 
is repositioning the service in Jersey and Guernsey. 
Braemar Estates
Braemar Estates has continued its growth in the property 
management sector winning further mandates and the value of 
assets under administration as at 30 June 2014 was £1.13bn (2013: 
£1.04bn), an increase of 9% in the year. 
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: Christopher Knight, Colin Harris and, since his appointment 
on 1 August, Richard Price. On 8 September 2014 Richard Price was 
appointed Chairman of the committee in succession to Christopher 
Knight. The board is satisfied that all members of the committee have 
recent and relevant financial experience.
The committee met five times during the year ended 30 June 2014. 
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 
regulatory 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 embedded throughout 
the organisation. Individual business units adhere to documented 
business processes, which are monitored by the Group’s compliance 
and risk functions. 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. Business-level risk committees report up to the 
Risk and Compliance Committee.
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. As necessary, the committee meetings are also attended by 
senior business managers and relevant key staff including the Chief 
Executive, Finance Director, other members of the Group Board, 
heads of various business units and the head of departments for 
compliance, risk and group governance.
During the year ended 30 June 2014 the committee met on seven 
occasions. Its principal responsibilities include overseeing the current 
risk exposures of the Group, reviewing the risk assessment 
processes, assessing material breaches of risk limits and the 
adequacy of proposed remedial action and reviewing client 
complaints.
The Group has made some changes to its governance and risk 
management functions. The Risk and Compliance department has 
been divided into two separate departments, which together with 
the Legal department, reports to a new Head of Group Governance. 
These changes allow the Compliance, Risk and Legal departments to 
operate independently of and provide an effective check on each 
other whilst ensuring efficient communication and appropriate 
sharing of information between them. Apart from these structural 
changes, the risk management framework remains broadly the same 
as for the previous year.
The principal risks assessed by management as having a potential 
material impact on the Group are detailed below, together with the 
principal means in which these risks are mitigated.
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 30 to the consolidated financial 
statements. Further details on capital management processes can be 
found in note 31. Annual Report & Accounts 2014 Brooks Macdonald Group plc
8
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.
Mitigation
The Group monitors compliance with existing regulations and any 
impending changes in regulations in order to assess the impact on 
the business and to ensure that the Group has sufficient resources to 
implement any necessary changes.
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 in order to retain and 
motivate staff. The Learning & Development team, as part of 
Human Resources, provides structured training plans in order to 
ensure all staff continue to develop their careers within the Group.
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. As well as our regional offices 
providing back up facilities for our London offices, we have a fully 
tested disaster recovery plan which would facilitate remote 
working capabilities.
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.
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.
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.
Impact
A key part of the high quality service delivered to clients is 
facilitated by a flexible and robust internal ICT infrastructure.
Reputational risk
Regulatory risk
People risk
Technology risk
Risk and Compliance Committee (continued)
Non-financial risks
The significant non-financial risks faced by Group have been reviewed by the committee, who believe they remain broadly the same as in 
previous years and are as follows:
Strategic report Annual Report & Accounts 2014
9
Brooks Macdonald Group plc
Strategic report
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 have completed a review of key 
outsourcing partners across the Group and have in place procedures 
to regularly assess the performance of such suppliers as well 
identifying suitable and viable alternatives.
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 
has completed a re-papering exercise for all of its Managed Portfolio 
Service clients and is well advanced in a similar exercise for all other 
discretionary clients in order to agree the suitability of their 
individual portfolios.
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.
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.
Risk and Compliance Committee (continued) 
Investment performance risk
Operational risk
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 across the Group and reviews all awards made under various long-term 
incentive schemes operated across the Group.
In response to shareholders’ feedback in 2013 the committee has decided that the directors’ remuneration report will be subject to a 
shareholder vote at the Annual General Meeting on 27 October 2014.
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;
• differentiation by merit and performance;
• an emphasis on variable, performance driven remuneration to bonus payments funded from retained profits;
• consistency with the FCA Remuneration Code and across the Group;
• alignment with shareholders’ interests through significant and widespread equity ownership opportunities; and 
• clarity, transparency and fairness of process Annual Report & Accounts 2014 Brooks Macdonald Group plc
10
Remuneration Committee (continued)
Remuneration policy (continued)
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.
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 AIM-listed and financial services companies and firms 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%. 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. 
Annual profit-related bonus award
Awards to executive directors and some other senior employees of the Group of profit-related bonuses are made from a pool of profits of 
15-25% 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.
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. 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.
Benefits
The executive directors receive a range of benefits on a similar basis to other employees of the Group. Benefits available include private 
healthcare, life assurance, critical illness cover and permanent health insurance as well as interest free season ticket loans as disclosed in note 
33 to the consolidated financial statements. The non-executive directors do not receive any benefits except that they are entitled to reclaim 
for expenses incurred in carrying out the Group’s business.
Pension
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 Annual Report & Accounts 2014
11
Brooks Macdonald Group plc
Remuneration Committee (continued)
The elements of remuneration packages are summarised below.
Directors’ remuneration
   Salary Profit related Profit related Benefits Total Total Pension Pension
   or fee bonus -  bonus -   2014 2013 contributions contributions
    cash deferred    2014 2013
     shares    
   £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Chairman       
C J Knight   75 - - - 75 60 - -
Executives        
C A J Macdonald   247 256 64 3 570 581 - -
N I Holmes   162 160 40 2 364 349 24 24
S J Jackson   167 120 30 3 320 350 18 24
A W Shepherd   167 160 40 2 369 349 18 24
R H Spencer   183 132 33 3 351 346 - -
S P Wombwell   189 132 33 3 357 377 - -
J M Gumpel*   - - - - - 106 - -
N H Lawes*   - - - - - 77 - 7
Non-executives        
C R Harris   40 - - - 40 38 - -
D Seymour-Williams   36 - - - 36 35 - -
R Price
†
   - - - - - -  
Total   1,266 960 240 16 2,482 2,668 60 79
*Resigned 19 October 2012
†
Appointed 1 August 2014
Equity incentives
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 other long-term awards 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.
Details of the awards granted to the directors of the Company under the terms of the LTIS during the year ended 30 June 2014, in respect 
of the deferred element of the profit-related bonus for the previous year together with any additional awards, are detailed below. The 
market value of the Company’s shares at the date the awards were made, 1 November 2013, was £14.64.
Strategic report Annual Report & Accounts 2014 Brooks Macdonald Group plc
12
Remuneration Committee (continued) 
Equity incentives (continued)
Long Term Incentive Scheme (‘LTIS’) and Employee Benefit Trust (‘EBT’) (continued)
 At  Profit-related bonus -  Additional awards At  Earliest 
 1 July deferred shares under terms of LTIS 30 June exercise 
 2013 2014   2014 2014 date
C A J Macdonald 4,112 - - 4,112 27.10.13
 6,536 - - 6,536 20.10.14
 5,354 - - 5,354 25.10.15
 - 4,372  4,372 01.11.16
N I Holmes 2,095 - - 2,095 27.10.13
 9,886 - - 9,886 20.10.14
 4,724 - - 4,724 25.10.15
 - 2,528 - 2,528 01.11.16
S J Jackson 2,715 - - 2,715 27.10.13
 3,595 - - 3,595 20.10.14
 4,567 - - 4,567 25.10.15
 - 2,528 - 2,528 01.11.16
A W Shepherd 2,095 - - 2,095 27.10.13
 9,804 - - 9,804 20.10.14
 4,567 - - 4,567 25.10.15
 - 3,791 - 3,791 01.11.16
R H Spencer 2,405 - - 2,405 27.10.13
 3,105 - - 3,105 20.10.14
 2,677 - - 2,677 25.10.15
 - 2,186 - 2,186 01.11.16
S P Wombwell 11,847 - - 11,847 20.10.14
 3,780 - - 3,780 25.10.15
 - 2,528 - 2,528 01.11.16
During the year none of the directors exercised any shares under the LTIS (2013: none). The LTIS options have a £nil exercise price and no 
expiry date.
Sharesave Scheme
All directors are entitled to take part in the HMRC approved Brooks Macdonald Group Sharesave Scheme 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 subject to 
rules of the scheme various option grants were made for new three-year fixed term contracts as detailed below:
Strategic report Annual Report & Accounts 2014
13
Brooks Macdonald Group plc
Strategic report
Remuneration Committee (continued) 
Equity incentives (continued)
Sharesave Scheme (continued)
 At 1 July   Awarded Exercised At 30 June Exercise Earliest Expiry 
 2013 in the year in the year 2014 price exercise date date
C A J Macdonald 985 - (985) - 916p 01.06.14 30.11.14
 - 649 - 649 1386p 01.06.17 30.11.17
N I Holmes 985 - (985) - 916p 01.06.14 30.11.14
 - 1,298 - 1,298 1386p 01.06.17 30.11.17
S J Jackson 985 - (985) - 916p 01.06.14 30.11.14
 - 1,298 - 1,298 1386p 01.06.17 30.11.17
A W Shepherd 767 - - 767 1172p 01.06.16 30.11.16
R H Spencer 985 - (985) - 916p 01.06.14 30.11.14
 - 1,298 - 1,298 1386p 01.06.17 30.11.17
S P Wombwell 985 - (985) - 916p 01.06.14 30.11.14
 - 1,298 - 1,298 1386p 01.06.17 30.11.17
On the expiry of the 2011 Sharesave Scheme the directors exercised their options as detailed above. The aggregate gain on exercise was 
£31,000 (2013: £nil). As none of the shares had been sold by 30 June 2014 the aggregate realised gain was £nil (2013: £nil). The 
Company’s share price at the various dates of exercise was between £14.91 and £15.49.
Under the rules of the scheme, Colin Harris, Christopher Knight, Richard Price and Diane Seymour-Williams were not eligible to participate 
in the Sharesave Scheme and therefore held no options at either the beginning or the end of the year or at the date of their appointment.
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. Annual Report & Accounts 2014 Brooks Macdonald Group plc
14
Remuneration Committee (continued)
Equity incentives (continued)
Enterprise Management Incentive Scheme (‘EMI’) (continued)
The details of the remaining grants under the scheme to directors are shown below:
 At 1 July  Awarded Exercised At 30 June Exercise Earliest Expiry 
 2013 in the year in the year 2014 price exercise date date
N I Holmes 15,000 - - 15,000 155.5p 01.11.08 01.11.15
 4,500 - - 4,500 215.0p 18.10.09 17.10.16
 6,000 - - 6,000 290.5p 17.10.10 31.10.17
S J Jackson 17,000 - (17,000) - 215.0p 18.10.09 17.10.16
 12,500 - (12,500) - 290.5p 17.10.10 31.10.17
The aggregate gain during the year from the exercise of the above EMI share options was £427,000 (2013: £301,000). The Company’s 
share price at the exercise date was £16.950 (2013: £12.905).
None of the other directors held any EMI share options at either the beginning or the end of the year or at the date of their appointment.
The average share price during the year was £14.87 (2013: £13.27). Details of the share option schemes are provided in note 21 and note 
26 to the consolidated financial statements. The market price at the end of the year was £15.65 (2013: £14.35) and the highest and lowest 
prices during the year were £18.02 (2013: £14.96) and £11.84 (2013: £11.35) respectively.
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.
Details of the number of options granted to the directors of the Company under the terms of the CSOP during the year ended 30 June 
2014, in respect of awards made in the previous financial year, are shown in the table below. The options were granted on 21 November 
2013 with an exercise price of £14.52.
 At 1 July  Granted  Exercised At 30 June Exercise 
 2013 in the year in the year 2014 price
N I Holmes - 2,067 - 2,067 1,452.0p
S J Jackson - 2,067 - 2,067 1,452.0p
A W Shepherd - 2,067 - 2,067 1,452.0p
S P Wombwell - 2,067 - 2,067 1,452.0p
In the year ended 30 June 2014, 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 2014. None of the other directors held any CSOP share options at either the beginning or the end of the year or at the date of 
their appointment.
Strategic report Annual Report & Accounts 2014
15
Brooks Macdonald Group plc
Strategic report
Remuneration Committee (continued) 
Equity incentives (continued)
Company Share Option Plan (‘CSOP’) (continued)
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
Executive directors are encouraged to take on external appointments as non-executive directors but are discouraged from taking more than 
one other position given the time commitment. Prior approval of any new appointment is required by the Board with any fees in excess of 
£10,000 per annum paid to the Company.
Advisers to the Remuneration Committee
During the year the Remuneration Committee have employed professional advisers to assist with the implications of the FCA Remuneration 
Code and to provide industry specific comparative information regarding compensation and pay packages.
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.
  Annual Report & Accounts 2014 Brooks Macdonald Group plc
16
Report of the directors 
The directors present herewith their annual report, together with 
the audited financial statements of the Group for the year ended  
30 June 2014.
Results and dividends
The profit before taxation for the year ended 30 June 2014 was 
£10,568,000 (2013: £10,398,000) and the profit after taxation was 
£9,056,000 (2013: £8,030,000).
The Company paid an interim dividend during the year of 7.0p 
(2013: 6.5p) per share. The directors recommend a final dividend of 
19.0p per share (2013: 16.0p). This results in total dividends for the 
year of 26.0p (2013: 22.5p) per ordinary share. These dividends 
amount to a total distribution to shareholders of £3,453,000  
(2013: £2,938,000).
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 2014 At 30 June 2013 
 Number of shares Number of shares
Chairman
C J Knight 71,585 71,585
Executives  
C A J Macdonald 828,874 827,889
N I Holmes 41,495 40,510
S J Jackson 79,534 56,799
A W Shepherd 48,915 51,165
R H Spencer 774,338 773,353
S P Wombwell 89,189 88,204
Non-executives  
C R Harris 6,086 6,086
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 9 to 15.
Retirement and re-appointment of directors
Richard Price has been appointed as an additional director since the 
Annual General Meeting in 2013 and accordingly, the company’s 
articles of association require him to retire from office at the 
forthcoming Annual General Meeting and to offer himself  
for re-election.
Simon Jackson, Diane Seymour-Williams and Richard Spencer will 
also 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 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.  Annual Report & Accounts 2014
17
Brooks Macdonald Group plc
Report of the directors 
Employment policies (continued)
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.
On 1 February 2014 the Group became eligible for “auto 
enrolment” under the terms of the Pensions Act 2008 and on 
commencing employment all eligible employees are now enrolled 
into the Group pension scheme.
Substantial shareholdings
As at 29 August 2014, the Company had received notification of 
substantial interests in its shares of 3% or more as follows:
 Number Percentage  
 of shares holding
Liontrust Asset Management 2,193,606 16.14%
Artemis Fund Managers 1,347,817 9.92%
C A J Macdonald 828,874 6.10%
Hargreave Hale 801,373 5.90%
R H Spencer 774,338 5.70%
Standard Life Investments 749,082 5.51%
J M Gumpel 643,445 4.73%
Kames Capital 611,957 4.50%
Octopus Investments 610,415 4.49%
Spearpoint Holdings 409,218 3.01%
Events since the end of the year
Details of events after the reporting date are set out in note 34 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 2014 Annual General Meeting will be held on 27 October 2014 
at 111 Park Street, London, W1K 7JL. The notice of the meeting is 
on pages 69 to 70 with details of the resolutions proposed and 
explanatory notes on pages 67 to 68.
On behalf of the Board of Directors,
L L Cook 
Company Secretary
16 September 2014 Annual Report & Accounts 2014 Brooks Macdonald Group plc
18
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 Company and 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 the Group and enable them 
to ensure that the financial statements comply with the Companies 
Act 2006 and, as regards the group financial statements, Article 4 of 
the IAS Regulation. 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.
The directors consider that the Annual Report & Accounts, taken as 
a whole, is fair, balanced and understandable and provides the 
information necessary for shareholders to assess a company’s 
performance, business model and strategy. 
Each of the directors, whose names and functions are listed in the 
report of the directors confirm that, to the best of their knowledge:
•  the group financial statements, which have been prepared in 
accordance with IFRSs as adopted by the EU, give a true and fair 
view of the assets, liabilities, financial position and profit of the 
Group; and
•  the strategic report and the report of the directors include a fair 
review of the development and performance of the business and 
the position of the Group, together with a description of the 
principal risks and uncertainties that it faces
Statement of directors’ responsibilities Annual Report & Accounts 2014
19
Brooks Macdonald Group plc
Report on the group financial statements
Our opinion
In our opinion the financial statements, defined below:
•  give a true and fair view of the state of the Group’s affairs as at 
30 June 2014 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
This opinion is to be read in the context of what we say in the 
remainder of this report.
What we have audited
The group financial statements (the “financial statements”), which 
are prepared by Brooks Macdonald Group plc, comprise:
•  the consolidated statement of financial position as at  
30 June 2014;
•  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 their 
preparation 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.
What an audit of financial statements involves
We conducted our audit in accordance with International Standards 
on Auditing (UK and Ireland) (“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
In addition, we read all the financial and non-financial information 
in the Annual Report & 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.
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. 
Independent auditors’ report 
to the members of Brooks Macdonald Group plc  Annual Report & Accounts 2014 Brooks Macdonald Group plc
20
Independent auditors’ report 
to the members of Brooks Macdonald Group plc 
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 18, 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 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.
Other matter
We have reported separately on the company 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 2014 Annual Report & Accounts 2014
21
Brooks Macdonald Group plc
Consolidated statement of comprehensive income
for the year ended 30 June 2014
 Note 2014 2013 
  £’000  £’000
Revenue 4 69,133 63,159
Administrative costs  (58,207) (52,661)
Operating profit 5 10,926 10,498
 
Finance income 7 119 179
Finance costs 7 (349)  (279)
Share of results of joint venture 14 (128) -
Profit before tax  10,568 10,398
 
Taxation 8 (1,512) (2,368)
Profit for the year attributable to equity holders of the Company  9,056 8,030
Other comprehensive income:   
Items that may be reclassified subsequently to profit or loss   
Revaluation of available for sale financial assets 8 (131) (9)
Total comprehensive income for the year  8,925 8,021
Earnings per share*   
Basic 27 69.01p 65.88p
Diluted 27 68.67p 65.28p
*Comparative amounts have been restated to reflect the impact of new shares issued as consideration on the acquisition of DPZ
The accompanying notes on pages 25 to 59 form an integral part of the consolidated financial statements. Annual Report & Accounts 2014 Brooks Macdonald Group plc
22
Consolidated statement of financial position 
as at 30 June 2014
     
  Note 2014 2013 
   £’000  £’000
Assets
Non-current assets   
Intangible assets  11 54,874 44,624
Property, plant and equipment  12 2,971 2,421
Available for sale financial assets  13 2,182 1,582
Investment in joint venture  14 232 -
Deferred tax assets 15 809 858
Total non-current assets   61,068 49,485
   
Current assets   
Trade and other receivables  16 21,432 17,773
Financial assets at fair value through profit or loss  17 478 -
Cash and cash equivalents  18 18,056 18,440
Total current assets   39,966 36,213
Total assets  101,034 85,698
   
Liabilities   
Non-current liabilities   
Deferred consideration  19 (2,943) (5,804)
Deferred tax liabilities  15 (5,117) (4,498)
Other non-current liabilities 20 (115) (125)
Total non-current liabilities  (8,175) (10,427)
   
Current liabilities   
Trade and other payables  21 (15,178) (13,779)
Current tax liabilities   (1,076) (1,149)
Provisions  22 (9,147) (2,783)
Total current liabilities   (25,401) (17,711)
Net assets   67,458 57,560
   
Equity   
Share capital  24 135 133
Share premium account  24 35,147 31,868
Other reserves  25 4,720 3,952
Retained earnings 25 27,456 21,607
Total equity   67,458 57,560
The consolidated financial statements were approved by the Board of Directors and authorised for issue on 16 September 2014, 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 25 to 59 form an integral part of the consolidated financial statements. Annual Report & Accounts 2014
23
Brooks Macdonald Group plc
Consolidated statement of changes in equity
for the year ended 30 June 2014
  Share premium    
 Share capital account Other reserves Retained earnings Total 
 £’000 £’000 £’000 £’000 £’000
Balance at 1 July 2012 109 4,423 2,988 16,190 23,710
 
Comprehensive income      
Profit for the year - - - 8,030 8,030
Other comprehensive income:     
Revaluation of available for sale financial asset - - (9) - (9)
Total comprehensive income - - (9) 8,030 8,021
 
Transactions with owners     
Issue of ordinary shares 24 27,445 - - 27,469
Share-based payments  - - 1,111 - 1,111
Share-based payments transfer - - (350) 350 -
Purchase of own shares by employee benefit trust - - - (779) (779)
Tax on share options - - 212 - 212
Dividends paid (note 10) - - - (2,184) (2,184)
Total transactions with owners 24 27,445 973 (2,613) 25,829
Balance at 30 June 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 10) - - - (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
The accompanying notes on pages 25 to 59 form an integral part of the consolidated financial statements. Annual Report & Accounts 2014 Brooks Macdonald Group plc
24
Consolidated statement of cash flows
for the year ended 30 June 2014
 Note 2014 2013 
   (restated)* 
  £’000  £’000
Cash flow from operating activities   
Cash generated from operations 23 13,671 13,155
Taxation paid  (2,318) (1,661)
Net cash generated from operating activities  11,353 11,494
   
Cash flows from investing activities   
Purchase of property, plant and equipment  (1,342) (863)
Purchase of intangible assets  (552) (617)
Purchase of available for sale financial assets  (750) -
Acquisition of subsidiary companies, net of cash acquired 9 (3,340) (20,757)
Deferred consideration paid  (1,866) (3,637)
Interest received  119 179
Financial assets at fair value through profit or loss  (478) -
Investment in joint venture  (360) -
Proceeds of sale of intangible assets  - 32
Proceeds of sale of available for sale financial assets  - 63
Net cash used in investing activities  (8,569) (25,600)
   
Cash flows from financing activities   
Proceeds of issue of shares  584 22,020
Purchase of own shares by employee benefit trust  (732) (779)
Dividends paid to shareholders  (3,020) (2,184)
Net cash (used in) / generated from financing activities  (3,168) 19,057
   
Net (decrease) / increase in cash and cash equivalents  (384) 4,951
Cash and cash equivalents at beginning of year  18,440 13,489
Cash and cash equivalents at end of year 18 18,056 18,440
 
*Comparative amounts have been restated to show deferred consideration paid within cash flows from investing activities
The accompanying notes on pages 25 to 59 form an integral part of the consolidated financial statements. Annual Report & Accounts 2014
25
Brooks Macdonald Group plc
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 111 Park Street, London, W1K 7JL.
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 as adopted 
by the European Union, IFRS IC interpretations, 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 comprise a consolidation of the financial statements of the parent company (Brooks Macdonald Group plc) 
and its subsidiaries. The underlying financial statements of the subsidiaries are prepared for the same reporting year as the parent company, 
using consistent accounting policies. Subsidiaries are all entities controlled by the Company, deemed to exist where the Company has the 
power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. 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.
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 2013, except as described below.
 New accounting policies
 During the year the Group entered into a joint venture (note 14) and adopted the accounting policy below:
 i) 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.
Notes to the consolidated financial statements  Annual Report & Accounts 2014 Brooks Macdonald Group plc
26
Notes to the consolidated financial statements 
2. Principal accounting policies (continued)
c) Changes in accounting policies (continued)
 New accounting standards, amendments and interpretations adopted in the year
  In the year ended 30 June 2014 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
Disclosures: offsetting financial assets and financial liabilities (amendments to IFRS 7)  1 January 2013
Annual improvements (2009-2011 cycle)   1 January 2013
Transition guidance: Consolidated Financial Statements, Joint Arrangements and  
Disclosure of Interests in Other Entities (amendments to IFRS 10, 11 and 12)  1 January 2013
IFRS 10 ‘Consolidated Financial Statements’   1 January 2013
IFRS 11 ‘Joint Arrangements’   1 January 2013
IFRS 12 ‘Disclosure of Interests in Other Entities’   1 January 2013
IFRS 13 ‘Fair Value Measurement’   1 January 2013
IAS 27 (revised 2011) ‘Separate Financial Statements’   1 January 2013
IAS 28 (revised 2011) ‘Investments in Associates and Joint Ventures’   1 January 2013
 
 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 2013:
Standard, amendment or interpretation   Effective date
Consolidation of investment entities (amendments to IFRS 10, 12 and IAS 27)  1 January 2014
Offsetting financial assets and financial liabilities (amendments to IAS 32)   1 January 2014
Recoverable amount disclosures for non-financial assets (amendments to IAS 36)  1 January 2014
Novation of derivatives and continuation of hedge accounting (amendments to IAS 39)  1 January 2014
IFRIC 21 ‘Levies’   1 January 2014
Contributions to defined benefit plans (amendments to IAS 19)   1 July 2014
General hedge accounting (amendments to IFRS 9)   1 January 2018
 
  These changes are currently being assessed but none are expected to have a significant impact on the Group’s future consolidated 
financial statements. Annual Report & Accounts 2014
27
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
2. Principal accounting policies (continued)
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 9), through separate purchase and purchased with newly employed teams of fund managers (as described in note 11). 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 11.
 Deferred consideration
  As described in note 19, the Group has a deferred consideration balance in respect of the acquisition of JPAM Limited in July 2012; Brooks 
Macdonald Asset Management (International) Limited and Brooks Macdonald Retirement Services (International) Limited in November 2012; and 
DPZ Capital Limited in April 2014. 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 cost of capital. The 
Group considers that potential changes to these assumptions would not result in a material change in the fair value of the deferred consideration. 
 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 21 and 
26). 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. Annual Report & Accounts 2014 Brooks Macdonald Group plc
28
Notes to the consolidated financial statements 
2. Principal accounting policies (continued)
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 Groups’ 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.
  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. Annual Report & Accounts 2014
29
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
2. Principal accounting policies (continued)
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. The Group’s reportable segments were amended in the year to include the Channel Islands 
as a separate segment, reflecting the way in which reporting to the Board has evolved with the continued integration of BMI and BMRSI into 
the Group. Comparative information for the year ended 30 June 2013 has been restated accordingly.
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.
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.  Annual Report & Accounts 2014 Brooks Macdonald Group plc
30
Notes to the consolidated financial statements 
2. Principal accounting policies (continued)
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 years and those acquired with investment managers 
over five years. Both types of intangible asset are reviewed annually to determine whether an indicator of impairment exists.
 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) 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 asset as quoted in active markets. 
 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. Annual Report & Accounts 2014
31
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
2. Principal accounting policies (continued)
o) 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.
p) 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.
q) 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.
r) 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.
  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.
s) 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.
t) 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.
u) 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.  Annual Report & Accounts 2014 Brooks Macdonald Group plc
32
Notes to the consolidated financial statements 
2. Principal accounting policies (continued)
v) 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.
w) 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.
x) 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 Special Purpose Entity (‘SPE’) where the substance of the relationship between the Group and the SPE indicates 
that the SPE is controlled by the Group. 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.
y) 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 parent company purchases the Company’s equity share capital (treasury shares) the consideration paid, including any directly 
incremental costs (ie 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. 
z) 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.
  Annual Report & Accounts 2014
33
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
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.
During the year the Group identified the Channel Islands as being a separate reportable segment. This comprises the results of BMI and BMRSI along 
with the recently acquired DPZ. Previously, BMI and BMRSI were included within the investment management and financial planning segments 
respectively. The comparatives for the year ended 30 June 2013 have been restated in accordance with IFRS 8 to reflect this change.
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 Financial Fund and  Channel 
 management planning property management  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
 Investment Financial Fund and  Channel 
 management planning property management  Islands Total 
Year ended 30 June 2013 (restated) £’000 £’000 £’000 £’000 £’000
Total segment revenues 49,581 3,633 4,636 6,626 64,476
Inter segment revenues - (1,317) - - (1,317)
External revenues 49,581 2,316 4,636 6,626 63,159
Segment result 13,106 191 (482) 1,799 14,614
Unallocated items     (4,216)
Profit before tax     10,398
Taxation     (2,368)
Profit for the year     8,030 Annual Report & Accounts 2014 Brooks Macdonald Group plc
34
Notes to the consolidated financial statements 
3. Segmental information (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.
  2014 2013 
  £’000 £’000
United Kingdom  57,577 56,533
Channel Islands  11,556 6,626
Total operating income  69,133 63,159
b) Major clients
 The Group is not reliant on any one client or group of connected clients for the generation of revenues.
4.  Revenue
  2014 2013 
  £’000 £’000
Fee income  66,394 59,431
Financial services commission  2,739 3,728
Total revenue  69,133 63,159
5. Operating profit
Operating profit is stated after charging:
  2014 2013 
  £’000 £’000
Staff costs (note 6)  33,872 26,907
Acquisition costs (see below)  187 1,047
Auditors’ remuneration (see below)  220 282
Financial Services Compensation Scheme Levy (see below)  351 359
Depreciation (note 12)  981 863
Amortisation (note 11)  2,212 1,865
A more detailed analysis of auditors’ remuneration is provided below:   
  2014 2013 
  £’000 £’000
Fees payable to the Company’s auditor for the audit of the  
consolidated group and parent company financial statements  37 44
Fees payable to the Company’s auditor and its associates for other services:  
– audit of the Company’s subsidiaries pursuant to legislation  145 150
– audit-related assurance services  29 22
– tax advisory services  - 6
– other assurance services  - 60
– other advisory services  9 -
Total auditors’ remuneration  220 282 Annual Report & Accounts 2014
35
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
5. Operating profit (continued)
Acquisition costs
Administrative costs for the year ended 30 June 2014 include £187,000 (2013: £1,047,000) of directly attributable business acquisition costs: £61,000 
in relation to the acquisition of DPZ Capital Limited, £46,000 incurred in the establishment of North Row Capital LLP and £80,000 in respect of the 
option to purchase Levitas Investment Management Services Limited (2013: £30,000 in respect of the acquisition of JPAM and £1,017,000 in respect of 
the acquisition of BMI and BMRSI). The Group exercised the option to purchase Levitas in July 2014, as further explained in note 34.
Financial Services Compensation Scheme levies
Administrative costs for the year ended 30 June 2014 include a charge of £351,000 (2013: £359,000) for the Financial Services Compensation Scheme 
(‘FSCS’) levy. The Group received no invoices during the year for additional levies on previous scheme years (2013: invoices totalling £119,000 were 
received) but a provision of £351,000 (2013: £240,000) has been made for the estimated levy by the FSCS for the 2014/15 scheme year (note 22).
6. Employee information 
a)  Staff costs
   2014 2013 
   £’000 £’000
 Wages and salaries  28,867 21,920
 Social security costs  2,863 2,738
 Other pension costs  1,012 625
 Share-based payments  1,130 1,624
 Total staff costs  33,872 26,907
 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:
   2014 2013
 Professional staff  169 156
 Administrative staff  253 207
 Total staff  422 363
c) Key management compensation
  Key management compensation relates to the Group Board of Directors, including both the executive directors and non-executive directors for 
the years presented.
   2014 2013 
   £’000 £’000
 Short-term employee benefits  2,242 2,390
 Post-employment benefits  60 79
 Share-based payments  398 387
 Total compensation  2,700 2,856 Annual Report & Accounts 2014 Brooks Macdonald Group plc
36
Notes to the consolidated financial statements 
6. Employee information (continued)
d)  Directors’ emoluments
 Further details of director’s emoluments are included within the Remuneration Committee report on pages 9 to 15.
   2014 2013 
   £’000 £’000
 Salaries  2,075 2,238
 Non-executive directors’ fees  151 133
 Benefits in kind  16 19
   2,242 2,390
 Pension contributions  60 79
 Amounts receivable under long-term incentive schemes  240 278
 Total directors’ remuneration  2,542 2,747
  The aggregate amount of gains made by directors on the exercise of share options during the year was £458,000 (2013: £301,000). Retirement 
benefits are accruing to six directors (2013: six) under a defined contribution pension scheme. 
 The remuneration of the highest paid director during the year was as follows:
   2014 2013 
   £’000 £’000
 Remuneration and benefits in kind  506 517
 Amounts receivable under long-term incentive schemes  64 64
 Total remuneration  570 581
 The amount of gains made by the highest paid director on the exercise of share options during the year was £6,000 (2013: £176,000).
7. Finance income and finance costs
  2014 2013 
Finance income  £’000 £’000
Bank interest on deposits  109 177
Tax repayment supplement  10 2
Total finance income  119 179
  2014 2013 
Finance costs  £’000 £’000
Finance cost of deferred consideration  349 279
Total finance costs  349 279 Annual Report & Accounts 2014
37
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
8. Taxation
The tax charge on profit on ordinary activities for the year was as follows:
  2014 2013 
  £’000 £’000
UK Corporation Tax at 22.50% (2013: 23.75%)  2,477 2,618
(Over)/under provision in prior years  (17) 424
Total current tax  2,460 3,042
Deferred tax credit  (473) (673)
Effect of change in tax rate on deferred tax  (475) (1)
Income tax expense  1,512 2,368
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:    
  2014 2013 
  £’000 £’000
Profit on ordinary activities before tax  10,568 10,398
Profit on ordinary activities multiplied by the standard  
rate of tax in the UK of 22.50% (2013: 23.75%)  2,378 2,469
Tax effect of:  
– lower tax rates in other countries in which the Group operates  (618) (398)
– disallowable expenses  77 189
– non-taxable income  (1) (260)
– tax losses unutilised/(utilised) on which no deferred tax is provided  168 (55)
– change in rate of Corporation Tax applicable to deferred tax  (475) (1)
– (over)/under provision in prior years  (17) 424
Tax charge for the year  1,512 2,368
The deferred tax credits totalling £948,000 (2013: £674,000) represent a credit of £122,000 (2013: £287,000) arising from the share option reserve 
at the balance sheet date, a credit of £10,000 (2013: £10,000) relating to accelerated capital allowances, a credit of £341,000 (2013: £377,000) 
arising from the amortisation of acquired client relationship contracts and a credit due to a change in tax rates of £475,000 (2013: £nil).
On 1 April 2014, the standard rate of Corporation Tax in the UK was reduced from 23% to 21%. As a result the effective rate of Corporation Tax 
applied to the taxable profit for the year ended 30 June 2014 is 22.50% (2013: 23.75%).
In addition to the change in the rate of UK Corporation Tax disclosed above, the Finance Act 2013 (substantively enacted on 2 July 2013) will further 
reduce the main rate of UK Corporation Tax to 20% with effect from 1 April 2015. 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. 
Consequently the tax rate used to determine the deferred tax assets and liabilities is 20% (2013: 23%).
The tax charge relating to components of other comprehensive income is as follows:
  2014 2013 
  £’000 £’000
Revaluation of available for sale financial assets  (150) (12)
Tax credit on revaluation of available for sale financial assets  19 3
Total other comprehensive income  (131) (9) Annual Report & Accounts 2014 Brooks Macdonald Group plc
38
Notes to the consolidated financial statements 
9. Business combinations
On 11 April 2014, the Group acquired the entire share capital of DPZ Capital Limited (‘DPZ’). DPZ is a well established wealth management business 
based in Jersey. It manages a range of distinct investment strategies founded on its core competencies: asset allocation; manager selection; fixed 
interest and credit investing; and equity selection. On acquisition, DPZ had funds under management of approximately £430m, £360m of which 
was managed on a discretionary basis, £60m on an advisory basis and £10m on an execution only basis. 
In the financial year ended 30 June 2013, the Group acquired the entire share capital of JPAM Limited, Brooks Macdonald Asset Management 
(International) Limited (formerly Spearpoint Limited) and Brooks Macdonald Retirement Services (International) Limited (formerly Spearpoint 
Retirement Services Limited). Details of these acquisitions are disclosed in note 9 of the 2013 Annual Report.
The total consideration for the acquisition of DPZ was £11,678,000, comprising of: cash of £4,155,000; the issue of 158,032 shares in Brooks 
Macdonald Group plc with a value of £2,697,000; and a contingent balance of £4,826,000 payable in two instalments in October 2014 and May 
2016 and based on the future value of the discretionary funds under management acquired. The fair value of the liability is currently the maximum 
consideration that could be paid under the terms of the acquisition, assuming that there is no reduction in the level of discretionary client 
funds retained. 
Directly attributable acquisition costs of £61,000 were incurred as a result of the acquisition and have been charged to the consolidated statement of 
comprehensive income.
Goodwill of £4,035,000 was recognised on acquisition in respect of expected synergies from combining the operations of DPZ with the Group’s 
existing offshore operations, as well as intangible assets that do not qualify for separate recognition and the experience of the investment 
management staff employed by DPZ.
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.
a) Net assets acquired through business combinations
   
  £’000 £’000
Property, plant and equipment   189 
Trade and other receivables    569 
Cash and cash equivalents    815 
Other current assets    179 
Trade and other payables    (138) 
Other current liabilities   (271)
Total net assets recognised by acquired company   1,343
 
Fair value adjustments:  
– client relationship contracts   7,875
– deferred tax liability on client relationship contracts   (1,575)
   6,300
Net identifiable assets   7,643
Goodwill   4,035
Total purchase consideration   11,678 Annual Report & Accounts 2014
39
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
9. Business combinations (continued)
b) Impact on reported results from date of acquisition
  Revenues from Profit for the 
  external customers year  
  £’000 £’000
DPZ Capital Limited  727 161
 Had DPZ Capital Limited been consolidated from 1 July 2013, the consolidated statement of comprehensive income would show Group   
 pro-forma revenue of £71,658,000 and post-tax profit for the year of £9,193,000.
c) Net cash outflow resulting from business combinations
   £’000
Total purchase consideration (note 9a)   11,678
Less:   
– shares issued as consideration   (2,697)
– deferred cash consideration   (4,826)
Cash paid to acquire subsidiaries   4,155
Less: cash held by subsidiaries acquired   (815)
Cash paid to acquire subsidiary net of cash acquired   3,340 
10. Dividends 
Amounts recognised as distributions to equity holders of the Company in the year were as follows:
   2014 2013 
   £’000 £’000
Final dividend paid for the year ended 30 June 2013 of 16.0p (2012: 12.5p) per share 2,102 1,348
Interim dividend paid for the year ended 30 June 2014 of 7.0p (2013: 6.5p) per share 918 836
Total dividends  3,020 2,184
 
Final dividend proposed for the year ended 30 June 2014 of 19.0p (2013: 16.0p) per share 2,535 2,102
The interim dividend of 7.0p (2013: 6.5p) per share was paid on 17 April 2014.  
A final dividend for the year ended 30 June 2014 of 19.0p (2013: 16.0p) per share was declared by the Board of Directors on 16 September 2014 
and is subject to approval by the shareholders at the Company’s Annual General Meeting. It will be paid on 28 October 2014 to shareholders who 
are on the register at the close of business on 26 September 2014. In accordance with IAS 10 ‘Events After the Reporting Period’, this dividend has 
not been included as a liability in these financial statements. Annual Report & Accounts 2014 Brooks Macdonald Group plc
40
11. Intangible assets
   Computer Acquired client Contracts acquired 
  Goodwill  software relationship contracts with fund managers Total 
  £’000 £’000 £’000 £’000 £’000
Cost     
At 1 July 2012 3,550 90 6,867 1,973 12,480
Additions 17,208 243 18,037 601 36,089
Disposals - - (32) - (32)
At 30 June 2013 20,758 333 24,872 2,574 48,537
Additions - 78 - 474 552
Additions on acquisition of subsidiaries at fair value 4,035 - 7,875 - 11,910
At 30 June 2014 24,793 411 32,747 3,048 60,999
     
Accumulated amortisation     
At 1 July 2012 - 46 536 1,466 2,048
Amortisation charge - 113 1,477 275 1,865
At 30 June 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
     
Net book value     
At 1 July 2012 3,550 44 6,331 507 10,432
At 30 June 2013 20,758 174 22,859 833 44,624
At 30 June 2014 24,793 142 28,976 963 54,874
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 2014 comprises £3,550,000 in respect of the Braemar Group Limited 
(‘Braemar’) CGU, £17,208,000 in respect of the Brooks Macdonald Asset Management (International) Limited and Brooks Macdonald 
Retirement Services (International) Limited (collectively ‘Brooks Macdonald International’) CGU and £4,035,000 in respect of the DPZ Capital 
Limited (‘DPZ’) CGU.
  Goodwill is reviewed annually for impairment and its recoverability has been assessed at 30 June 2014 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 Board, covering a period of up to five years. Cash 
flows are then extrapolated beyond the forecast period using an expected long-term growth rate.
Notes to the consolidated financial statements  Annual Report & Accounts 2014
41
Brooks Macdonald Group plc
11. Intangible assets (continued)
a) Goodwill (continued)
  Based on the value-in-use calculation, at 30 June 2014 the calculated recoverable amount of the Brooks Macdonald International CGU was 
£26,520,000, 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 10% 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 7% 
and 5% respectively are forecast in the next two financial years, the period covered by the most recent forecasts, which reflect historic actual 
growth 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.
  The key assumptions inherent in the value-in-use calculations for the Braemar and DPZ CGUs were similarly a pre-tax discount rate of 10%, 
annual revenue growth rates ranging from 10% to 27% and a long-term growth rate of up to 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 2014, the Group acquired client relationship contracts totalling £7,875,000 (2013: £18,037,000), as part of 
business combinations (note 9), which were recognised as separately identifiable intangible assets in the consolidated statement of financial 
position. These related to the acquisition of DPZ.
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.
Notes to the consolidated financial statements  Annual Report & Accounts 2014 Brooks Macdonald Group plc
42
Notes to the consolidated financial statements 
12.  Property, plant and equipment 
   Motor  Fixtures and Equipment and leasehold  
   vehicles fittings improvements Total 
  £’000 £’000 £’000 £’000
Cost    
At 1 July 2012 - 1,417 4,071 5,488
Additions 35 151 677 863
Additions on acquisition of subsidiaries - 54 - 54
At 30 June 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
    
Accumulated depreciation    
At 1 July 2012 - 434 2,687 3,121
Depreciation charge 4 234 625 863
At 30 June 2013 4 668 3,312 3,984
Depreciation charge 9 291 681 981
At 30 June 2014 13 959 3,993 4,965
    
Net book value    
At 1 July 2012 - 983 1,384 2,367
At 30 June 2013 31 954 1,436 2,421
At 30 June 2014 22 1,128 1,821 2,971
13. Available for sale financial assets 
The Group holds an investment of 1,426,793.64 B shares in Braemar Group PCC Limited Student Accommodation Cell. The 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 2014, based on the most recent valuation, the fair value of the 
investment was £1,432,000 (2013: £1,582,000). The loss of £150,000 (2013: loss of £12,000) has been recognised in other comprehensive income 
in the consolidated statement of comprehensive income.
During the year the Group made an investment of £750,000 in Sancus Holdings Limited (‘Sancus’), an unlisted company incorporated in the 
Channel Islands. Sancus is a Peer-to-Peer (‘P2P’) secured lender, concentrating on traditional P2P transactions and focused on working with 
entrepreneurs and businesses. The business helps clients to lend or borrow directly, to or from fellow entrepreneurs and professionals, to assist the 
real economy. In the opinion of the directors, the market value of the investment at 30 June 2014 remains £750,000 based on the most recent 
transaction price.
During the year ended 30 June 2013, a £50,000 investment in UK Farming plc was de-recognised as the entity is now considered to be controlled by 
the Group and its assets and liabilities have been consolidated accordingly.
The Group disposed of no investments in the current year (2013: £nil). Annual Report & Accounts 2014
43
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
13. Available for sale financial assets (continued)
  2014 2013 
  £’000 £’000
At beginning of year  1,582 1,657
Additions  750 -
Disposals  - (13)
De-recognised on consolidation of former investment  - (50)
Loss from changes in fair value  (150) (12)
At end of year  2,182 1,582
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 Level 2 Level 3 Total 
  £’000 £’000 £’000 £’000
Braemar Group PCC Limited Student Accommodation Cell - 1,432 - 1,432
Sancus Holdings Limited - - 750 750
Total - 1,432 750 2,182
There has been no movement between any of the levels during the year.
14. Investment in joint venture 
During the year Brooks Macdonald Funds Limited, a subsidiary of the Group, 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 approximately £135,000 by Brooks Macdonald Funds and 
additional working capital of £225,000 in the year ended 30 June 2014. The Group’s share of the loss for the year reported by North Row Capital 
LLP was £128,000, 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. Annual Report & Accounts 2014 Brooks Macdonald Group plc
44
15. 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.
  2014 2013 
  £’000 £’000
Deferred tax assets
Deferred tax assets to be settled after more than 12 months  204 234
Deferred tax assets to be settled within 12 months  605 624
Total deferred tax assets  809 858
Deferred tax liabilities   
Deferred tax liabilities to be settled after more than 12 months  (5,115) (4,468)
Deferred tax liabilities to be settled within 12 months  (2) (30)
Total deferred tax liabilities  (5,117) (4,498)
The gross movement on the deferred income tax account during the year was as follows:
  2014 2013 
  £’000 £’000
At 1 July  (3,640) (25)
Credit to the statement of comprehensive income (note 8)  948 674
Credit recognised in other comprehensive income  19 3
Charge recognised in equity  (60) (97)
Additions on acquisition of subsidiaries  (1,575) (4,195)
At 30 June  (4,308) (3,640)
The change in deferred income tax assets and liabilities during the year was as follows:
   Share-based payments  
Deferred tax assets   £’000
At 1 July 2012   668
Charge to the statement of comprehensive income   287
Charge to equity   (97)
At 30 June 2013   858
Credit to the statement of comprehensive income   11
Charge to equity   (60)
At 30 June 2014   809
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.
Notes to the consolidated financial statements  Annual Report & Accounts 2014
45
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
15. Deferred income tax (continued)    
   Accelerated capital  Available for sale Intangible asset 
   allowances financial assets amortisation Total 
Deferred tax liabilities   £’000  £’000 £’000  £’000 
At 1 July 2012  22 22 649 693
Additions on acquisition of subsidiaries  - - 4,195 4,195
Credit to the statement of comprehensive income  (10) - (377) (387)
Charge to other comprehensive income  - (3) - (3)
At 30 June 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
16. Trade and other receivables
  2014 2013 
  £’000 £’000
Trade receivables  9,653 5,158
Other receivables  1,299 766
Prepayments and accrued income  10,480 11,849
Total trade and other receivables  21,432 17,773
17. Financial assets at fair value through profit or loss
During the year the Group acquired equity shareholding investments. The cost of these investments was £478,000 and their market value at 
30 June 2014 was £478,000. These investments are classified as level 1 as defined in note 13.
18. Cash and cash equivalents 
  2014 2013 
  £’000 £’000
Cash at bank   17,994 18,420 
Cash held in employee benefit trust  62 20
Total cash and cash equivalents  18,056 18,440
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.   Annual Report & Accounts 2014 Brooks Macdonald Group plc
46
19. 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 22), 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:
  2014 2013 
  £’000 £’000
At 1 July  7,927 2,309
Added on acquisitions during the year  4,826 8,976
Interest accrued  349 279
Payments made during the year  (1,866) (3,637)
At 30 June  11,236 7,927
Analysed as:
Amounts falling due within one year  8,293 2,123
Amounts falling due after more than one year  2,943 5,804
Total deferred consideration  11,236 7,927
Deferred consideration of £4,826,000 (2013: £8,976,000) was recognised during the year (note 9), relating to the acquisition of DPZ Capital 
Limited. Payments of £1,866,000 (2013: £3,637,000) were made during the year, representing £981,000 to the vendors of JPAM and £885,000 to 
Clarke Willmott LLP.
Amounts falling due after more than one year from the reporting date are presented in non-current liabilities as shown below: 
  2014 2013 
  £’000 £’000
At 1 July  5,804 959
Added on acquisitions during the year  2,435 5,597
Interest accrued  26 207
Transfer to current liabilities  (5,322) (959)
At 30 June  2,943 5,804
The amount payable in respect of acquisitions during the year of £2,435,000 (2013: £5,597,000) is the deferred consideration relating to the 
acquisition of DPZ Capital Limited (note 9). An amount of £5,322,000 (2013: £959,000), representing the deferred consideration of £4,482,000 
payable in respect of the acquired client relationships of BMI and BMRSI and £840,000 relating to the acquisition of JPAM Limited, 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.
Notes to the consolidated financial statements  Annual Report & Accounts 2014
47
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
20. 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 £82,000 (2013: £90,000) 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 £92,000 (2013: £383,000) was transferred to current liabilities, reflecting awards that 
will vest within the next 12 months.
21. Trade and other payables 
  2014 2013 
  £’000 £’000
Trade payables  2,134 2,631
Other taxes and social security  1,712 1,394
Other payables  1,319 2,621
Accruals and deferred income  10,013 7,133
Total trade and other payables  15,178 13,779
Included within accruals and deferred income is an accrual of £310,000 (2013: £837,000) in respect of the Phantom Share Option Schemes granted 
in October 2008 and October 2009 and employer’s National Insurance contributions arising from share option awards under the LTIS (note 26b). 
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 26). 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 26b) was £150,000 (2013: £423,000). The number of Phantom  
Share Options outstanding at 30 June 2014 was as follows:
    2014  2013 
   Number of  Weighted average Number of  Weighted average 
   options base price (£) options base price (£)
At 1 July  37,103 9.415 133,103 6.875
Forfeited in the year  - - (45,000) 7.750
Exercised in the year  (37,103) 9.415 (51,000) 4.255
At 30 June  - - 37,103 9.415 Annual Report & Accounts 2014 Brooks Macdonald Group plc
48
Notes to the consolidated financial statements 
22. Provisions
 
  Client   Deferred  FSCS 
  compensation consideration levy Total 
   £’000  £’000 £’000  £’000 
At 1 July 2012 339 1,350 - 1,689
Charge to the statement of comprehensive income 246 - 240 486
Added on acquisitions during the year - 3,379 - 3,379
Interest accrued - 72 - 72
Transfer from non-current liabilities - 959 - 959
Utilised during the year (165) (3,637) - (3,802)
At 30 June 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
Interest accrued - 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
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.
Deferred consideration payable within one year of £2,367,000 (2013: £3,379,000) was recognised during the year. An amount of £5,348,000 (2013: 
£959,000) was transferred from non-current liabilities, representing a payment to the vendor of JPAM Limited and the final tranche of deferred 
consideration paid to Clarke Willmott LLP in November 2013 in respect of client relationships acquired in October 2011. Provisions of £1,866,000 
(2013: £3,637,000) were utilised during the year on payment of £981,000 to the vendors of JPAM and £885,000 to Clarke Willmott LLP .
c) FSCS levy
 Following confirmation by the FSCS in April 2014 of its proposed 2014/15 annual industry levy, the Group has made a provision of £351,000 (2013: 
£240,000) for its estimated share. Annual Report & Accounts 2014
49
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
23. Reconciliation of operating profit to net cash inflow from operating activities 
    
  2014 2013 (restated)* 
  £’000 £’000
Operating profit  10,926 10,498
  
Adjustments for:  
Depreciation of property, plant and equipment  981 863
Amortisation of intangible assets   2,212 1,865
(Increase)/decrease in receivables  (2,910) 91
Increase/(decrease) in payables  990 (1,301)
Increase in provisions  194 321
Decrease in non-current liabilities   (10) (293)
Share-based payments  1,288 1,111
Net cash inflow from operating activities  13,671 13,155
*Comparative amounts have been restated to show deferred consideration paid within cash flows from investing activities
In the year ended 30 June 2014, the Group obtained control of DPZ. The net cash outflow resulting from this business combination is presented  
in note 9(c).
24. Share capital and share premium account
The movements in share capital and share premium during the year were as follows:
 Number Exercise Share Share premium 
 of shares price capital account Total 
  p £’000 £’000 £’000
At 1 July 2012 10,927,496  109 4,423 4,532
Shares issued:     
 – on placing 2,288,193 1,150.0 - 1,301.9 23 26,927 26,950
 – on exercise of options 73,100 140.0 - 290.5 1 327 328
 – to Sharesave Scheme 59,185 240.0 - 578.0 - 191 191
At 30 June 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
The total number of ordinary shares, issued and fully paid at 30 June 2014 was 13,592,175 (2013: 13,347,974) 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 are shown as a having a £nil impact on share capital in the year ended  
30 June 2014 due to rounding (2013: £1,000 and £nil respectively). Annual Report & Accounts 2014 Brooks Macdonald Group plc
50
Notes to the consolidated financial statements 
24. Share capital and share premium account (continued)
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 26). At 30 June 2014, the EBT held 249,696 (2013: 
212,172) 1p ordinary shares in the Company, acquired for a total consideration of £3,168,000 (2013: £2,544,000) with a market value of 
£3,906,000 (2013: £3,045,000). They are classified as treasury shares in the consolidated financial statements and their cost has been deducted 
from retained earnings within shareholders’ equity.
25. Other reserves and retained earnings
Other reserves are comprised of the following balances:
  2014 2013 
  £’000 £’000
Share option reserve  4,596 3,697
Merger reserve  192 192
Available for sale reserve  (68) 63
Total other reserves  4,720 3,952
The movements in other reserves during the year were as follows:
  2014 2013 
  £’000 £’000
Share option reserve   
At beginning of the year  3,697 2,724
Share-based payments  1,288 1,111
Transfer to retained earnings  (545) (350)
Tax on share-based payments  156 212
At end of the year  4,596 3,697
Merger reserve  
At beginning of the year  192 192
At end of the year  192 192
 
Available for sale reserve  
At beginning of the year  63 72
Revaluation of available for sale financial assets  (131) (9)
At end of the year  (68) 63
The movements in retained earnings during the year were as follows:
  2014 2013 
  £’000 £’000
At beginning of the year  21,607 16,190
Profit for the financial year  9,056 8,030
Purchase of own shares by Employee Benefit Trust  (732) (779)
Transfer from share option reserve  545 350
Dividends paid  (3,020) (2,184)
At end of the year  27,456 21,607 Annual Report & Accounts 2014
51
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
26. 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 volatility ranging from 15% to 50% on an historic price, 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 ten years, ranging from 0.34% 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 50% with no dividend yield, an expected vesting period of three years and a risk-free annual rate of interest of 0.34%.
The share options issued under the various equity settled share-based payment schemes have been valued at prices ranging from £nil to £14.64 per 
share. The charge to the consolidated statement of comprehensive income for the year in respect of these was £1,288,000 (2013: £1,111,000). The 
weighted average remaining contractual life of all equity settled share-based payment schemes at 30 June 2014 was 2.08 years (2013: 2.61 years). The 
weighted average share price of all options exercised during the year was £15.79 (2013: £13.75). The total charge to the consolidated statement of 
comprehensive income for the year for all share-based payment schemes was £1,130,000 (2013: £1,624,000).
The exercise price and fair value of share options granted during the year was as follows:
  Exercise price Fair value 
  p p
Long Term Incentive Scheme  nil 1,464
Employee Sharesave Scheme  1,386 428
 No options were granted under the EMI Scheme during the year.
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 140p 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.
   2014  2013 
  Number  Weighted average Number Weighted average 
  of options  exercise price £ of options exercise price £
 At 1 July 98,753 2.77 182,657 3.00
 Forfeited in the year - - (10,804) 7.75
 Exercised in the year (29,500) 2.47 (73,100 2.61
 At 30 June 69,253 2.90 98,753 2.77
 
 The number of share options outstanding at the reporting date was as follows:
    2014 2013 
 Scheme year (grant date) Exercise price (p) Vesting period Number of options Number of options
 2005 155.5 2008 - 2015 25,000 25,000
 2006 215.0 2009 - 2016 6,500 23,500
 2007 290.5 2010 - 2017 29,650 42,150
 2010 775.0 2013 - 2020 8,103 8,103
 All years   69,253 98,753
  Annual Report & Accounts 2014 Brooks Macdonald Group plc
52
26. Equity settled share-based payments (continued)
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.
   2014 2013 
   Number of options Number of options
 At 1 July  205,613 128,343
 Granted in the year  45,068 78,954
 Exercised in the year  (11,376) -
 Forfeited in the year  (5,809) (1,684)
 At 30 June  233,496 205,613
 The number of share options outstanding at the reporting date was as follows:
    2014 2013 
 Scheme year (grant date) Exercise price (p) Vesting period Number of options Number of options
 2010 nil 2013 22,962 33,848
 2011 nil 2014 91,554 92,811
 2012 nil 2015 74,937 78,954
 2013 nil 2016 44,043 -
 All years   233,496 205,613
 
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. 
   2014 2013 
   Number of shares Number of shares
 At 1 July  212,172 151,139
 Acquired in the year  48,900 61,033
 Exercised in the year   (11,376) -
 At 30 June  249,696 212,172
 
Notes to the consolidated financial statements  Annual Report & Accounts 2014
53
Brooks Macdonald Group plc
Notes to the consolidated financial statements 
26. Equity settled share-based payments (continued)
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.
 The number of share options outstanding at the reporting date was as follows:
   2014   2013 
  Number  Weighted average Number Weighted average 
  of options  exercise price £ of options exercise price £
 At 1 July - - - -
 Granted in the year 21,361 14.52 - -
 Lapsed in the year (345) 14.52 - -
 At 30 June 21,016 14.52 - -
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. 
   2014   2013 
  Number  Weighted average Number Weighted average 
  of options  exercise price £ of options exercise price £
 At 1 July 147,323 10.23 180,566 8.33
 Granted in the year 149,083 13.86 39,489 11.72
 Forfeited in the year (8,265) 10.52 (13,547) 9.54
 Exercised in the year (56,669) 9.04 (59,185) 5.54
 At 30 June 231,472 12.85 147,323 10.23
 The number of share options outstanding at 30 June 2014 was as follows:
    2014 2013 
 Scheme year (grant date) Exercise price (p) Vesting period Number of options Number of options
 2010 578.0 2013 - 2,040
 2011 916.0 2014 1,654 58,536
 2012 1,054.0 2015 44,512 48,332
 2013 1,172.0 2016 36,612 38,415
 2014 1,386.0 2017 148,694 -
 All years   231,472 147,323 Annual Report & Accounts 2014 Brooks Macdonald Group plc
54
27. Earnings per share
 The directors believe that adjusted earnings per share provide a truer reflection of the Group’s underlying performance in the year. Adjusted earnings 
per share are calculated based on ‘adjusted earnings’, that is earnings before acquisition costs, finance costs of deferred consideration and 
amortisation of intangible non-current assets. The tax effect of these adjustments has also been considered.
  2014 2013 
  £’000 £’000
Earnings attributable to ordinary shareholders  9,056 8,030
Acquisition costs (note 5)  187 1,047
Finance cost of deferred consideration (note 7)  349 279
Amortisation (note 11)  2,212 1,865
Tax impact of adjustments  (486) (502)
Adjusted earnings attributable to ordinary shareholders  11,318 10,719
 
The weighted average number of shares in issue during the year was as follows: 
  2014 2013 
  Number of shares  Number of shares
Weighted average number of shares in issue*  13,145,314 12,210,418
Adjustment for issue of shares on acquisition of DPZ  (21,680) (20,834)
Weighted average number of shares in issue
†
  13,123,634 12,189,584
Effect of dilutive potential shares issuable on exercise of employee share options 64,289 111,793
Diluted weighted average number of shares in issue
†
  13,187,923 12,301,377
*2013 comparative as previously reported
†
2013 comparative as restated
The comparative weighted average number of shares in issue and therefore the comparatives for basic earnings per share and diluted earnings per 
share have been restated to take account of shares issued at a premium to their market value as part of the DPZ acquisition.
  2014 2013 
  p  p
Based on reported earnings
†
:  
Basic earnings per share  69.01 65.88
Diluted earnings per share  68.67 65.28
Based on adjusted earnings
†
:  
Basic earnings per share  86.24 87.94
Diluted earnings per share  85.82 87.14
†
2013 comparative as restated
Notes to the consolidated financial statements  Annual Report & Accounts 2014
55
Brooks Macdonald Group plc
28. 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:
  2014 2013 
  £’000 £’000
Within one year  1,373 1,162
Second to fifth years inclusive  1,882 2,240
After five years  46 38
29. 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: 
  2014 2013 
  £’000 £’000
Client money bank accounts  573,204 595,365
Client assets under management  5,976,796 4,514,635
Total client funds under management  6,550,000 5,110,000
Notes to the consolidated financial statements  Annual Report & Accounts 2014 Brooks Macdonald Group plc
56
30. 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.
    After 3 months After 1 year Financial assets 
   Not more than but not more  but not more with no fixed 
  On demand 3 months than 1 year than 5 years repayment date Total 
 At 30 June 2014 £’000 £’000 £’000 £’000 £’000 £’000
 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
 
 
 At 30 June 2013 
 Cash flows from financial assets   
 Available for sale financial assets - - - - 1,582 1,582
 Cash and balances at bank 18,440 - - - - 18,440
 Trade receivables - 5,158 - - - 5,158
 Other receivables - - 107 - - 107
  18,440 5,158 107 - 1,582 25,287
 Cash flows from financial liabilities      
 Trade payables - 2,631 - - - 2,631
 Other financial liabilities - 10,609 1,928 5,929 - 18,466
  - 13,240 1,928 5,929 - 21,097
 Net liquidity gap 18,440 (8,082) (1,821) (5,929) 1,582 4,190
 
Notes to the consolidated financial statements  Annual Report & Accounts 2014
57
Brooks Macdonald Group plc
30. Financial risk management (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 £180,000 (2013: £184,000). 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 13 and 17). A 1% fall in the value of 
these financial instruments would have the impact of reducing other comprehensive income by £22,000 (2013: £12,000) and profit before tax 
by £5,000 (2013: £nil). 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 2014 there was no significant concentration of 
credit risk in any particular counterparty (2013: none).
  Assets exposed to credit risk recognised on the consolidated statement of financial position total £18,056,000 (2013: £18,440,000), being the 
Group’s total cash and cash equivalents.
  Trade receivables with a carrying amount of £9,653,000 (2013: £5,158,000) 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 (2013: all).
Notes to the consolidated financial statements  Annual Report & Accounts 2014 Brooks Macdonald Group plc
58
31. 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 2014 
was £67,458,000 (2013: £57,560,000). 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 2014 ICAAP was approved in 
August 2014. 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.
32. 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.
33. 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  Loan balance  Maximum amount Maximum amount 
 2014 2013 2014 2013 
Director £’000 £’000 £’000 £’000
N I Holmes - 1 - 2
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  Amounts owed by Amounts owed to Amounts owed to 
 related parties  related parties  related parties related parties 
 2014 2013 2014 2013 
 £’000 £’000 £’000 £’000
Braemar Group Limited 2,350 2,150 - -
Brooks Macdonald Financial Consulting Limited 311 955 - -
Brooks Macdonald Asset Management Limited - - 14,724 17,018
Brooks Macdonald Nominees Limited - - 2,583 2,727
 
Notes to the consolidated financial statements  Annual Report & Accounts 2014
59
Brooks Macdonald Group plc
33. Related party transactions (continued)
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 B shares in Braemar Group PCC Limited Student Accommodation Cell (note 13). This transaction was conducted on an 
arm’s length basis at market value.
In the year ended 30 June 2014 Brooks Macdonald Funds Limited, a subsidiary of the Group, 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 capital contribution of £135,000 by Brooks Macdonald Funds, with a further 
investment of £225,000. The Group’s share of the loss for the period reported by North Row Capital LLP was £128,000, 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.
34. Events since the end of the year
On 31 July 2014, the Company exercised its option to acquire 100% of the 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 completion of the acquisition were 
£89,353,000. 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 will be based on 3% of Levitas’ funds under management, calculated at agreed milestones up to 1 
November 2018. The maximum consideration payable by the Group will be £24,000,000 and is subject to reduction if the growth in funds under 
management fails to meet the agreed targets. Payment of the consideration will be made by the Group in cash in a series of instalments, with the 
final payment date being on or around 8 November 2020.
The acquisition will be accounted for as a business combination under IFRS 3 and it is anticipated that goodwill will be recognised. The goodwill 
represents the Levitas concept; the relationship with Aspira, the principal intermediary and vendor; and growth potential of the assets under 
management of the two funds in generating future fee income for Levitas. Transaction costs of £80,000 were incurred in the year ended 30 June 
2014 and are included within administrative costs in the consolidated statement of comprehensive income.
Due to the acquisition occurring after the end of the financial year and the proximity to the date of issuing the Annual Report & Accounts, the 
directors are unable to provide the full disclosures required under IFRS 3 regarding acquisitions after the end of the reporting period but before the 
financial statements are due for issue. Specifically, an assessment of the acquisition date fair value of the consideration and identifiable assets and 
liabilities has not yet been completed as the required information is not currently available. This will be finalised in the 12 months following the 
acquisition and full disclosures will be provided in the Half Yearly Financial Report for the six months ending 31 December 2014.
Notes to the consolidated financial statements  Annual Report & Accounts 2014 Brooks Macdonald Group plc
60
Independent auditors’ report 
to the members of Brooks Macdonald Group plc
Report on the company financial statements
Our opinion
In our opinion the financial statements, defined below:
•  give a true and fair view of the state of the Company’s affairs as at 
30 June 2014;
•  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
This opinion is to be read in the context of what we say in the remainder 
of this report.
What we have audited
The company financial statements (the “financial statements”), which 
are prepared by Brooks Macdonald Group plc, comprise:
• the Company balance sheet as at 30 June 2014; 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 their 
preparation 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.
What an audit of financial statements involves
We conducted our audit in accordance with International Standards on 
Auditing (UK and Ireland) (“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 
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
In addition, we read all the financial and non-financial information in the 
Annual Report & 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.
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 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 18, 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 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.
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 2014 Annual Report & Accounts 2014
61
Brooks Macdonald Group plc
Company balance sheet 
as at 30 June 2014 
  2014 2013
 Note £’000  £’000  £’000 £’000
Fixed assets
Investments 38  53,315  46,631
     
Current assets     
Debtors 39 6,730  7,127 
Cash at bank and in hand  5,254  10,274 
Total current assets  11,984  17,401 
     
Creditors: amounts falling due within one year 40 (27,750)  (25,290) 
     
Net current liabilities   (15,766)  (7,889)
Total assets less current liabilities   37,549  38,742
     
Creditors: amounts falling due after more than one year 41  -  (4,482)
Net assets   37,549  34,260
     
Financed by:     
     
Capital and reserves     
Called up share capital 42  135  133
Share premium account 42  35,148  31,868
Share option reserve 43  4,202  3,023
Revaluation reserve 43  (68)  63
Profit and loss account 43  (1,868)  (827)
Total shareholders’ funds 44  37,549  34,260
The company financial statements were approved by the Board of Directors and authorised for issue on 16 September 2014, 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 62 to 66 form an integral part of the company financial statements.
  Annual Report & Accounts 2014 Brooks Macdonald Group plc
62
Notes to the company financial statements
35. 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.
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 re-valued each reporting period to their fair value according to the most recently available market information.
36. Profit for the year
As permitted by Section 408 of the Companies Act 2006 the Company has elected not to present its own profit and loss account for the financial year. 
Brooks Macdonald Group plc reported profit after tax for year ended 30 June 2014 of £2,602,000 (2013: £2,902,000). Auditors’ remuneration is 
disclosed in note 5 of the consolidated financial statements. The average monthly number of employees during the year was nine (2013: nine). 
Directors’ emoluments are set out in note 6 of the consolidated financial statements.
37. Dividends
Details of the Company’s dividends paid and proposed, subject to approval at the Annual General Meeting, are set out in note 10 of the consolidated 
financial statements. Annual Report & Accounts 2014
63
Brooks Macdonald Group plc
Notes to the company financial statements
38. Investments
 Group undertakings Quoted investments Total 
Net book value £’000 £’000 £’000
At 1 July 2012 10,269 1,594 11,863
Additions:   
  – share options 1,111 - 1,111
  – acquisition of subsidiary 33,669 - 33,669
Revaluation - (12) (12)
At 30 June 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
Quoted investments represent the Company’s holding of 1,426,793.64 B shares in Braemar Group PCC Limited Student Accommodation Cell. The 
fund is promoted by Brooks Macdonald Funds Limited, a subsidiary of the Company. 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 2014, based on the most recent 
valuation, the investment was £1,432,000 (2013: £1,582,000), representing a loss during the year of £150,000 (2013: loss of £12,000).
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 £1,288,000 (2013: £1,111,000) represent the cost of share options issued during the year in accordance with FRS 
20. Additions on acquisition of subsidiaries of £5,546,000 represent the additional shares acquired in Brooks Macdonald Asset Management 
(International) Limited. In respect of the year ended 30 June 2013 additions of £33,669,000 represent the cost of the Company’s investment in Brooks 
Macdonald Asset Management (International) Limited and Brooks Macdonald Retirement Services (International) Limited. Details of the Company’s 
subsidiary undertakings as at 30 June 2014, all of which were wholly owned and included in the consolidated financial statements, are shown below.
 Type of share Country of Nature of 
Company and par value incorporation business
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 £1 Channel Islands Investment management
Brooks Macdonald Financial Consulting Limited Ordinary 5p UK Financial consulting
Brooks Macdonald Investment Services Limited Ordinary £1 UK Dormant
Brooks Macdonald Retirement Services (International) Limited Ordinary £1 Channel Islands Retirement planning
Brooks Macdonald Tax Services Limited Ordinary £1 UK Dormant
39. Debtors
  2014 2013 
  £’000 £’000
Amounts owed by subsidiary undertakings  6,461 7,105
Other debtors  269 22
Total debtors  6,730 7,127
Amounts owed by subsidiary companies are unsecured, interest-free and, with the exception of the subordinated loan to Braemar Group Limited, 
repayable on demand. Annual Report & Accounts 2014 Brooks Macdonald Group plc
64
Notes to the company financial statements
40. Creditors: amounts falling due within one year
  2014 2013 
  £’000 £’000
Trade creditors  27 30
Amounts owed to subsidiary undertakings  21,307 23,747
Deferred tax  - 19
Accruals  1,711 1,374
Other creditors  4,705 120
Total creditors due within one year  27,750 25,290
Amounts owed to subsidiary companies are unsecured, interest-free and are repayable on demand. Included in other creditors is £4,705,000, 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.
41. Creditors: amounts falling due after more than one year
As at 30 June 2014, there were no amounts falling due after more than one year. In respect of the year ended 30 June 2013, the creditors balance of 
£4,482,000, falling due after more than one year, related to the directors’ best estimate of the deferred consideration payable in respect of the client 
relationships and subsidiary undertakings that were acquired by the Company. Deferred consideration is measured at its fair value based on the 
discounted expected future cash flows. 
42. Called up share capital and share premium account
The movements in share capital and share premium during the year were as follows:
    Share premium  
 Number of  Share capital account Total 
 shares  £ ’000  £ ’000 £’000
At 1 July 2012 10,927,496 109 4,423 4,532
Shares issued 2,420,478 24 27,445 27,469
At 30 June 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
The total number of ordinary shares, issued and fully paid at 30 June 2014, was 13,592,175 (2013: 13,347,974) with a par value of 1p per share. 
Excluding 249,696 (2013: 212,172) treasury shares held by the EBT, the Company had 13,342,479 (2013: 13,135,802) ordinary 1p shares in issue 
as at 30 June 2014.
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 26). 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.
As at 30 June 2014, the Company had paid £3,339,000 to the Trust, which had acquired 261,072 ordinary shares on the open market for 
consideration of £3,277,000.
In November 2013, in respect of the scheme granted in October 2010, the Trust received instructions to exercise 11,376 options. The cost of the 
shares released on exercise of these options amounted to £110,000. At 30 June 2014, the number of shares held by the Trust was 249,696 (2013: 
212,172) with a market value of £3,906,000 (2013: £3,045,000), acquired for a total consideration of £3,168,000 (2013: £2,544,000). These shares 
are presented as treasury shares in the Group financial statements and their cost is deducted from retained earnings within shareholders’ equity. Annual Report & Accounts 2014
65
Brooks Macdonald Group plc
Notes to the company financial statements
42. Called up share capital and share premium account (continued)
Long Term Incentive Scheme (continued)
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.
43. Reserves
  2014 2013 
  £’000 £’000
Share option reserve   
At beginning of the year  3,023 1,912
Share-based payments  1,288 1,111
Share-based payment transfer   (109) -
At end of the year  4,202 3,023
  
Revaluation reserve  
At beginning of the year  63 94
Loss from changes in fair value   (131) (9)
Deferred tax on revaluation  - (22)
At end of the year  (68) 63
  
Profit and loss account  
At beginning of the year  (827) (766)
Profit for the financial year  2,602 2,902
Dividends paid  (3,020) (2,184)
Share-based payment transfer  109 -
Purchase of own shares  (732) (779)
At end of the year  (1,868) (827)
Analysis of movement in profit and loss account 
Profit and loss account  
At beginning of the year  1,717 999
Profit for the financial year  2,602 2,902
Share-based payment transfer  109 -
Employee Benefit Trust shares exercised  (109) -
Dividends paid  (3,020) (2,184)
At end of the year  1,299 1,717
  
Employee Benefit Trust  
At beginning of the year  (2,544) (1,765)
Purchase of own shares  (732) (779)
Employee Benefit Trust shares exercised  109 -
At end of the year  (3,167) (2,544)
Total profit and loss account at end of the year  (1,868) (827)  Annual Report & Accounts 2014 Brooks Macdonald Group plc
66
Notes to the company financial statements
44. Reconciliation of movements in total shareholders’ funds
  2014 2013 
  £’000 £’000
Profit for the financial year  2,602 2,902
Loss from changes in fair value  (131) (9)
Deferred tax on revaluation  - (22)
Total recognised gains and losses for the financial year  2,471 2,871
Dividends paid  (3,020) (2,184)
Share-based payments  1,288 1,111
Issue of new shares  3,282 27,469
Purchase of own shares by EBT  (732) (779)
Net additions to shareholders’ funds  3,289 28,488
  
Opening shareholders’ funds  34,260 5,772
Closing shareholders’ funds  37,549 34,260
45. 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:
  2014 2013 
  £’000 £’000
Within one year  959 908
Second to fifth years inclusive  1,241 1,626
After five years  46 38
46. 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 33 of the consolidated financial statements. Annual Report & Accounts 2014
67
Brooks Macdonald Group plc
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 2014. This explanatory note 
gives further information on the resolutions set out in the notice of 
Annual General Meeting.
Resolution 1 – Approval of the Report & Accounts
The directors propose that the Company’s annual accounts and reports 
of the directors and the auditors for the year ended 30 June 2014 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 2014. The directors’ remuneration report can be found 
on pages 9 to 15 of the Annual Report & Accounts. 
Resolution 3 – To declare a final dividend
The directors recommend a final dividend of 19 pence per ordinary 
share. Subject to approval by shareholders, the final dividend will  
be paid on 28 October 2014 to shareholders on the register on  
26 September 2014. 
Resolutions 4 to 7 – To re-elect certain of the directors
Richard Price has been appointed as an additional director since the 
Annual General Meeting in 2013 and, accordingly, the Company’s 
articles of association require him to retire from office at this Annual 
General Meeting and to offer himself for re-election.
In addition, 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. Simon Jackson, Diane 
Seymour-Williams and Richard Spencer 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.
Simon Jackson (55) is finance director responsible for the Group’s 
management accounts. In addition to the finance function, Simon has 
Board responsibility for some of the other central administrative 
functions of the Group, with the managers of ICT, Human Resources and 
Learning and Development reporting to him. 
He is a chartered accountant and joined the Group in 2000 having 
worked for a number of public and private companies at director level. 
Diane Seymour-Williams (55) joined the board of Brooks Macdonald 
Group plc in 2011. She has spent her entire career in the fund 
management industry, both managing portfolios and businesses. Diane 
spent 23 years at Morgan Grenfell/Deutsche Asset Management in a 
variety of roles, including Head of Asian Equities team, CEO & CIO Asia, 
and Head of Global Equity Product. 
Diane is currently a director of LGM Investments Limited, Lloyd George 
Investment Company plc, Witan Pacific Investment Trust plc, LG China 
Fund plc and BMO Investments (Ireland) plc.
Richard Spencer (51) is the Chief Investment Officer (CIO) of Brooks 
Macdonald Asset Management Limited where he is responsible for 
overseeing the investment management strategy and asset allocation. 
Richard joined the Company in 1991 as a founding director and has 
worked in the industry since 1985.
Richard Price (52) joined the board of Brooks Macdonald Group plc in 
August 2014. Richard spent 28 years at KPMG where he had 
considerable exposure to financial services clients, holding a number of 
roles including the UK Head of KPMG’s Financial Sector Transaction 
Services practice.
Richard is also a non-executive director of Think Money Group Limited. 
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 8 – To appoint PricewaterhouseCoopers LLP 
as auditors
This Resolution proposes that PricewaterhouseCoopers LLP should 
be appointed as the Company’s auditors and authorises the 
directors to determine their remuneration.
Resolution 9 – 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 2013, will expire at the end of this year’s 
Annual General Meeting. Annual Report & Accounts 2014 Brooks Macdonald Group plc
68
Explanatory notes to the Annual General Meeting resolutions
Resolution 9 - Authority to allot shares (continued)
Resolution 9 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 £44,855 (ie up to 4,485,500 ordinary shares) representing 
approximately 33% of the ordinary shares in issue on 16 September 
2014. The Company does not currently hold any shares in treasury. 
The authority conferred by this resolution will expire on the date which 
is 15 months after the passing of this resolution or, if sooner, at the end 
of next year’s Annual General Meeting.
Resolution 10 – 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 2013, will expire at 
the end of this year’s Annual General Meeting. Accordingly, Resolution 10 
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 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 £13,592 (ie up 
to 1,359,200 ordinary shares) representing approximately 10% of the 
ordinary shares in issue on 16 September 2014. 
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 15 months after the passing of this resolution or, if sooner, at the 
end of next year’s Annual General Meeting.
Resolution 11 – Company’s authority to purchase its own shares
Resolution 11 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 1,359,200 ordinary shares. The existing 
authority to make market purchases of ordinary shares, which was 
granted at the Annual General Meeting held in 2013, 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 2014. The minimum price that may be paid is the nominal 
value of an ordinary share (ie 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 15 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. Annual Report & Accounts 2014
69
Brooks Macdonald Group plc
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 111 Park Street, 
London, W1K 7JL on Monday 27 October 2014 at 9.30 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 2014
2.  to approve the directors’ remuneration report for the year ended  
  30 June 2014
3.  to declare a final dividend of 19 pence per ordinary share for the year 
ended 30 June 2014
4. to re-elect Richard Price as a director
5. to re-elect Simon Jackson as a director
6. to re-elect Diane Seymour-Williams as a director
7. to re-elect Richard Spencer as a director
8.  to 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:
9.  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 £44,855, for a period 
expiring (unless previously revoked, varied or renewed) on the date 
which is 15 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:
10.  that, subject to the passing of resolution 9 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 9, as if 
section 561 of the Act did not apply to such allotment, provided that 
this power shall expire on the date which is 15 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:
 10.1  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 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 
 10.2  otherwise than pursuant to paragraph 10.1 up to an aggregate 
nominal amount of £13,592; 
   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 9” 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:
11.  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: Annual Report & Accounts 2014 Brooks Macdonald Group plc
70
Notice of Annual General Meeting 
 11.1  the maximum number of ordinary shares hereby authorised to 
be purchased is 1,359,200;
 11.2  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);
 11.3  the minimum price which may be paid for each ordinary share 
shall be £0.01; and
 11.4  this authority (unless previously revoked, varied or renewed) 
shall expire on the date which is 15 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
L L Cook
Company Secretary
29 September 2014
Registered office:
111 Park Street, London, W1K 7JL
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, PXS, 34 Beckenham 
Road, Beckenham, Kent BR3 4TU
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 9.30 
am on Saturday 25 October 2014. 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 Saturday 25 October 
2014 (or, in the event of any adjournment, at 6.00 pm on the day 
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 Annual Report & Accounts 2014
71
Brooks Macdonald Group plc Brooks Macdonald Group plc
Form of proxy
Annual General Meeting on 27 October 2014 at 9.30 am
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 2014 at 9.30 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 & Accounts for the year ended 30 June 2014
Resolution 2: To approve the directors’ remuneration report for the year ended 30 June 2014
Resolution 3: To declare a final dividend of 19 pence per ordinary share 
Resolution 4: To re-elect Richard Price as a director
Resolution 5: To re-elect Simon Jackson as a director
Resolution 6: To re-elect Diane Seymour-Williams as a director
Resolution 7: To re-elect Richard Spencer as a director
Resolution 8: To appoint PricewaterhouseCoopers LLP as the Company’s auditors and to authorise the directors to 
determine their remuneration
Special business FOR AGAINST VOTE WITHHELD
Resolution 9: Ordinary resolution to give the directors authority to allot shares
Resolution 10: Special resolution to give the directors power to disapply pre-emption rights in relation to the 
allotment of shares
Resolution 11: Special resolution to give the Company a general authority to purchase its own shares
Signature: 
 
Date: 
 / /2014
(To be valid, this proxy form must be signed) (see note 11)
Notes:
Your rights to appoint a proxy
1.   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
2.  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
3.  If you require additional proxy forms in order to appoint more than one proxy, please contact the Company’s registrar, Capita Asset Services, 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
4. If you appoint a proxy, this does not preclude you from attending the meeting and voting in person
Procedure for appointing a proxy
5. Please insert your full name and address in block capitals in the box
6.  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
7.  To direct your proxy how to vote on the resolutions mark the appropriate box with an “X”. 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
8.  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
9.  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 9.30 am on Saturday 25 October 2014
10.  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
11.  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
12.  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 Saturday 25 October 2014 are 
entitled to attend and vote at the Annual General Meeting to be held at 9.30 am on 27 October 2014
FOLD
FOLD  Annual Report & Accounts 2014
73
Brooks Macdonald Group plc
Directors and advisers 
Directors
C J Knight Chairman
C A J Macdonald Chief Executive
C R Harris Non-executive Director
N I Holmes 
S J Jackson Finance Director
R S Price Non-executive Director
D Seymour-Williams Non-executive Director
A W Shepherd 
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 110 & 111 Park Street, London, W1K 7JL
 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
Independent auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London
SE1 2RT
Registrars
Capita Asset Services
The Registry
34 Beckenham Road
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
40 Islington High Street
London
N1 8JX
Public relations
MHP Communications Limited
60 Great Portland Street
London
W1W 7RT
Company information
Company Secretary L L Cook
Company Registration Number 4402058
Registered Office 111 Park Street, London, W1K 7JL
Website www.brooksmacdonald.com Annual Report & Accounts 2014
74
Brooks Macdonald Group plc
www.brooksmacdonald.com