Annual Report & Accounts 
for the year ended 30 June 2011 Financial highlights 1
Group overview 2
Chairman’s statement 3
Chief Executive’s review     4-5
Risks and uncertainties     6
Report of the directors  7-8
Statement of directors’ responsibilities 9
Directors’ remuneration report    10-13
Independent auditor’s report 14
Consolidated Statement of comprehensive income  15
Consolidated statement of financial position 16
Consolidated statement of cash flow 17
Consolidated statement of changes in equity  18
Notes to the consolidated financial statements 19-49
Independent Auditor’s Report to the members  
of Brooks Macdonald Group plc                           50
Company balance sheet      51
Notes to the company accounts   52-56
Explanation of AGM business 57-58
Notice of Annual General Meeting 59-62
Form of Proxy 63
Directors and advisers  IBC
111 Park Street London W1K 7JL Annual Report & Accounts 2011
1
Brooks Macdonald Group plc
Financial Highlights
Revenue has increased from  
£35.1 million to £52.2 million  
a rise of 49%.
Discretionary Funds Under 
Management rose from £2.186 
billion to £2.969 billion, an 
increase of 36%.
A proposed final dividend of 10p 
per share making a total of 15p 
for the year, an increase of 67%.
Basic earnings per share have 
increased from 38.10p to 51.92p, 
an increase of 36%.
Pre-tax profit was £7.29 million 
compared to £5.68 million, an 
increase of 28%.
+49%
+36%
15p +28%
+36% 
Funds under Management, £m Earnings per share, pence Dividend per share, pence
2007 2007 2007 2008 2008 2008 2009 2009 2009 2010 2010 2010 2011 2011 2011
2,186 38.10
9.0
2,969 51.92 15.0
1,386
22.56
5.5
1,181
12.41 3.5
915
11.44
2.25 Annual Report & Accounts 2011 Brooks Macdonald Group plc
2
Brooks Macdonald Group plc is 
an AIM listed integrated wealth 
management group. The group 
consists of three principal 
companies: Brooks Macdonald 
Asset Management Limited,  
a discretionary asset 
management business; Brooks 
Macdonald Financial Consulting 
Limited, a financial advisory and 
employee benefits consultancy; 
and Braemar Group Limited,  
a specialist fund and estate 
management company. 
Brooks Macdonald Asset Management 
provides a bespoke, fee based, investment 
management service to private high net 
worth individuals, charities and trusts. It also 
provides in-house custody, nominee and 
dealing services and has offices in London, 
Manchester, Hampshire, Tunbridge Wells, 
and Edinburgh.
Brooks Macdonald Financial Consulting is 
London based and provides fee based, 
independent advice to high net worth 
individuals, families and businesses.
The Braemar Group is based in Hale and 
acts as fund manager to our regulated 
OEICs, under the name Brooks Macdonald 
Funds, as well as providing specialist funds 
in the property and structured return 
sectors. It also manages property assets on 
behalf of the funds and other clients.
The Brooks Macdonald Group has 
developed under stable management since 
formation in 1991, now has in excess of  
250 staff throughout the UK. The group’s 
shares are listed on AIM, with management 
and staff retaining considerable ownership 
of the business.
Group Overview
2 Mount Ephraim Rd Tunbridge Wells Kent TN1 1EE 
Tunbridge Wells
The Long Barn Dean Estate Wickham Road  
Fareham Hampshire PO17 5BN
Hampshire
10 Melville Crescent Edinburgh EH3 7LU 
Edinburgh
No 1 Marsden Street Manchester M2 1HW.
Manchester
Richmond House Heath Road Hale Cheshire WA14 2XP
Braemar Annual Report & Accounts 2011
3
Brooks Macdonald Group plc
Profit before tax has increased by 
28% from £5.68 million to £7.29 
million, on turnover which has 
increased by 49% to £52.18million. 
Earnings per share were 51.92p, 
compared with 38.10p for the 
previous year, an increase of 36%. 
As I reported in my interim statement, 
these results are after a charge of 
£545,000, being the levy imposed on 
Brooks Macdonald (in common with all 
other wealth managers) under the Financial 
Services Compensation Scheme. 
The board has recommended a final 
dividend of 10p per share. If approved by 
shareholders this will result in total 
dividends for the year of 15p, an increase of 
67% over the dividends of 9p per share paid 
for the previous financial year.
Funds under management (FUM) at 30 June 
2011 were £2,969 million, an increase of 
£783 million or 36% over the figure a year 
earlier. When our shares were listed on AIM 
in 2005, our FUM were £315 million. This 
nine-fold increase in six years is a remarkable 
achievement and one, we believe, which 
reflects both the excellent service we 
provide to our clients and the strength of 
our relationship with our partners and 
professional introducers.
Since the year-end we have launched our 
funds business, initially consisting of the 
three funds we acquired as part of Braemar 
Group and four existing Brooks Macdonald 
funds. We are now marketing our funds to a 
wider group of potential investors. 
In November we plan to open our sixth 
private client regional office in Taunton, 
where we have recently announced the 
acquisition of the investment management 
department of Clarke Willmott LLP. The 
acquisition will add over c. £120 million to 
our FUM. Our regional offices are closely 
associated with our Strategic Alliance 
partners and hence are an important part of 
our growth strategy.
We are pleased to welcome Diane Seymour- 
Williams as a non-executive director. Diane 
has had a distinguished career in investment 
management having spent over twenty 
years at Morgan Grenfell/Deutsche Asset 
Management. She is now an executive 
director of Lloyd George Management and 
a non-executive director of both Calculus 
Capital and of Witan Pacific Investment 
Trust and will undoubtedly be a valuable 
addition to the Brooks Macdonald Board.
The UK economy faces significant economic 
challenges, the eurozone is in turmoil and 
the US has a balance of payments problem 
that it is struggling to address. In 
challenging markets our approach remains 
unchanged: we look to invest our clients’ 
funds with caution while providing them 
with an efficient and transparent service. We 
believe that this approach will continue to 
stand them and Brooks Macdonald in good 
stead as we continue to build our business.
Christopher Knight 
Chairman
13 September 2011
“I am pleased to report on 
another year of significant 
growth for the Group”
Chairman’s Statement
Christopher Knight, Chairman Annual Report & Accounts 2011 Brooks Macdonald Group plc
4
Chief Executive’s Review
Introduction
In spite of a volatile macroeconomic 
backdrop this has been another highly 
successful year for the Group. We have 
delivered value to our clients, shareholders 
and staff whilst critically maintaining our 
strong corporate ethos and culture. 
Funds under management 
Discretionary funds under management 
over the period rose from £2,186 million to 
£2,969 million representing an increase of 
36%. As a comparison the APCIMS balanced 
index rose by 14% over the same period. 
This rise comes as a result of a combination 
of continuing strong new business and very 
solid investment performance across all risk 
mandates. Our principal areas of investment 
management are the management of 
private portfolios, self invested personal 
pensions and charities and trusts and I am 
pleased to report that we have seen growth 
in all three areas. 
Strategies for growth 
We have, and will continue to pursue, a 
number of strategies for growth, principally 
as follows: expanding by organic investment 
in our core businesses, acquiring investment 
management teams, expanding our 
regional presence and developing our 
product and service offering. 
Organic investment continues apace. We 
have expanded all parts of the business over 
the reporting period with growth in 
professional staff, senior hires in Compliance 
and Risk, Marketing, Trainees, Operations 
and New Business Development. Total staff 
numbers increased from 164 to 247, 
including an increase in investment 
managers from 35 to 43. Two trainees 
qualified as Investment Managers over the 
year. We remain firmly committed to our 
trainee programme and currently have 13 
trainees who give us considerable capacity 
for the future as well as allowing us to recruit 
high quality graduates into the sector. 
We continue to develop our product and 
service offering. We currently undertake 
around 85% of the back office functionality 
within Asset Management and over the next 
nine months we will be looking to 
undertake 100% in house. Whilst this will 
involve additional capital investment, it will 
improve further our service offering to 
clients and appropriately position the 
business to handle further growth. Service 
development and robust transparent 
investment performance are key beliefs of 
the business.
We have six offices throughout the UK with 
our office in Hale being the focus for our 
Estates and Funds business. All other offices 
are focussed on private clients and our 
growth has been strong across each 
location. Outside London our Hampshire 
and Manchester offices are the oldest 
(opening in 2005 and 2007 respectively) 
and these two offices have both had an 
exceptionally strong year.
New Taunton Office
In addition, as announced on 5 August 
2011, we will be opening a new office in 
November in the South West of England, 
based in Taunton. This is as a result of our 
acquisition of the investment management 
department of Clarke Willmott LLP, the 
national law firm. As well as being a strong 
fit in terms of culture, the investment 
management team is a talented one. 
Forming a relationship with Clarke Willmott 
also gives the Group the opportunity of 
working closer with the legal practice in all 
their regional offices. We are excited not only 
about the acquisition but by the opportunity 
of this new potential avenue for growth. 
“We have delivered value 
to our clients, shareholders 
and staff whilst critically 
maintaining our strong 
corporate ethos and culture“
Chris Macdonald, Chief Executive Annual Report & Accounts 2011
5
Brooks Macdonald Group plc
Chief Executive’s Review
Strategic Alliances
Our new business is supported by both 
Strategic Alliances and introductions from 
other professional services sectors. We now 
have nine strategic partners and have 
commercial arrangements with over 240 
quality professional services firms 
(Independent Financial Advisors, private client 
legal or accountancy practices). This number 
has risen by over 33% over the reporting 
period which represents our strongest period 
of growth since inception. I would like to go 
on record thanking all our professional 
connections for their continued support.
Braemar and launch of  
Funds business 
The acquisition of Braemar Group plc 
completed in the last financial year and 
comprised of two businesses: Estates and 
Securities. The Estates business has continued 
its growth, now managing over £750 million 
of property assets, and gives the Group 
another avenue for recurrent income growth. 
The Securities business has been used as the 
‘launch pad’ for our Funds Business which 
we announced in July 2011. As a Group we 
have a highly successful Managed Portfolio 
Service (‘MPS’) that offers clients with 
£200,000 or less to have access to our fund 
management service by investing into a 
portfolio managed by risk mandates.  
A natural extension of this was to launch a 
unitised version and this together with the 
existing three Braemar funds and our 
Structured Growth fund forms the basis of 
the new Funds business. Whilst clearly early 
days, initial progress is encouraging.
Financial Consulting 
Our Financial Consulting arm continues to 
grow organically. It has been another year of 
progress developing and maintaining alliances 
with solicitors, accountants and investment 
managers allowing us to work as part of a 
team in the management of client affairs.
Regulation 
The Retail Distribution Review (RDR) comes 
into force in January 2013. Transparency of 
charges, high professional standards, clarity 
of services and an industry that engages 
with consumers are some of the key 
outcomes of RDR. These are outcomes that 
we fully support and we are excited by the 
opportunities both before and beyond the 
implementation of RDR. 
Brooks Macdonald Foundation 
During the year we established the Brooks 
Macdonald Foundation that supports a 
range of charities that our staff have 
connections with. I would like to thank the 
trustees for their hard work in establishing 
the Foundation and all the staff involved in 
making this happen. 
Summary and Outlook
In September of this year we will have been 
trading for 20 years. We are proud of what 
has been achieved in that period and look 
ahead with confidence. Since the period 
end and despite challenging markets, we 
have witnessed continued inflows of funds 
through our private client offices and 
professional contacts and our funds business 
continues to progress well.
This is in the main due to the quality of our 
staff. I would like to end this report by 
thanking them all for their continued hard 
work, drive and professionalism over the  
last year. 
 
Chris Macdonald 
Chief Executive
13 September 2011
“Our principal areas of 
investment management 
are the management of 
private portfolios, self 
invested personal pensions 
and charities and trusts 
and I am pleased to report 
that we have seen growth 
in all three areas” Annual Report & Accounts 2011 Brooks Macdonald Group plc
6
Risks and uncertainties 
The principal risks and uncertainties that face the group are:
Financial risks
The group’s principal financial risks and the measures and policies 
for the management of those risks are set out in note 28 to the 
consolidated financial statements. Brooks Macdonald Group plc’s 
Pillar III disclosure is presented on our website at  
www.brooksmacdonald.com. Further details on capital 
management processes can be found in note 29. 
Non–financial risks
The significant non-financial risks faced by group are as follows:
Reputational risk
The group has a growing reputation as 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 or poor client service or regulatory censure. 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 an independent 
compliance department which ensures conformity with the 
regulations of the Financial Services Authority as well as relevant 
statutes in all of our dealings with our clients. This compliance 
function is monitored by the compliance and risk committee of the 
group board.
Regulatory risk
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. The group monitors actual and 
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. 
Competition risk
Operating in a competitive market there is a risk of loss of existing 
clients due to poor performance, failure to respond to changes in 
the market place, or the loss of key investment professionals. 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. A dedicated training manager provides structured 
training plans in order to ensure all staff continue to develop their 
careers within the group.
Technology risk
A key part of the high quality service delivered to clients is facilitated 
by a flexible and robust IT infrastructure.
New IT projects are regularly reviewed and appraised at board 
meetings in order to ensure that the group continues to develop its 
IT capabilities. As well as our offices in Hampshire, Manchester, 
Tunbridge Wells and most recently Edinburgh providing back up 
facilities we have a fully tested disaster recovery plan which would 
facilitate remote working capabilities. 
Operational risk
Operational risk is the risk that the group suffers a loss resulting 
from inadequate or failed internal processes, people and systems or 
from external events that impact the operation of processes and 
systems. The group’s policy to minimise these risks is to 
continuously monitor and review the controls in place and maintain 
a robust procurement process, good contract governance and 
regular reviews and management of our key suppliers.
Risks and uncertainties Annual Report & Accounts 2011
7
Brooks Macdonald Group plc
The directors present herewith their annual report, together with 
the audited financial statements for the group for the year ended  
30 June 2011. 
Principal activities and business review
A review of the group’s and company‘s activities and future 
developments, which fulfils the requirements of the business review, 
including the financial performance during the period, key 
performance indicators and a description of the principal risks and 
uncertainties facing the group is set out within the group overview, 
the chairman’s statement, the chief executive’s review, the financial 
highlights and the risks and uncertainties summary on pages 2 to 6 
which form part of this report. A description of the group’s financial 
risk management objectives and policies and its exposure to price, 
credit, liquidity and interest rate risk is contained in note 28 to the 
consolidated financial statements on pages 46 to 48.
Results and dividends
The profit before taxation for the year was £7,289,115  
(2010: £5,682,463) and the profit for the year after taxation was 
£5,442,845 (2010: £3,856,821).
The company paid a final dividend and an interim dividend during 
the year of 6p (2010: 5p) and 5p (2010: 3p) respectively amounting 
in total to £1,160,685 (2010: £857,020).
The directors recommend a final dividend of 10p per share  
(2010: 6p). This results in total dividends of 15p (2010: 9p) per 
ordinary share for the year. These dividends amount to £1,608,797 
(2010: £920,837). 
Directors and their interests
The directors of the company during the year and their beneficial 
interests in the share capital of the company at the beginning and 
end of the year were as follows:
Ordinary shares of 1p 
 At 30 June At 30 June 
 2011* 2010*
C J Knight 71,585 71,585
C A J Macdonald 958,103 1,003,308
J M Gumpel 745,174 790,379
N I Holmes  42,226 41,002
S J Jackson 55,657 50,862
N H Lawes 37,057 32,262
A W Shepherd  46,057 29,262
R H Spencer 888,853 954,058
C R Harris (appointed 14 July 2010) 3,293 -
S P Wombwell 88,204 88,204
*or date of appointment if later 
Details of share options held by the directors at the beginning and 
the end of the period can be found within the report on directors’ 
remuneration on pages 10 to 13.
Retirement and re-appointment of directors
J M Gumpel, S J Jackson and R H Spencer will retire by rotation at 
the Annual General Meeting and being eligible will offer themselves 
for re-election.
Employee Benefit Trust
On 3 December 2010, the company established an Employee 
Benefit Trust, to provide benefits for long term awards to employees 
including executive directors. In the financial year, the company has 
purchased 86,904 ordinary 1p fully paid shares in Brooks 
Macdonald Group plc for a consideration of £980,364. At the 
balance sheet date the number of shares held by the Trust was 
86,904 with a market value of £1,129,752. On 23 December 2010, 
37,959 ordinary shares were awarded to executives and certain key 
employees. Details of the awards made to company’s directors are 
disclosed in the directors’ remuneration report, page 13.
Report of the Directors Annual Report & Accounts 2011 Brooks Macdonald Group plc
8
Report of the Directors
Substantial shareholdings
Substantial interests in the company’s shares as at 2 September 
2011 have been advised to the company as follows:
 Number Percentage  
  holding
Artemis Investment Management Limited 1,046,141 9.70%
C A J Macdonald 958,103 8.88%
R H Spencer 888,853 8.24%
Liontrust Asset Management  774,223 7.18%
J M Gumpel 745,174 6.91%
Hargreave Hale & Co 691,268 6.41%
Montanaro Fund Managers Limited 470,000 4.36%
Invesco Asset Management (UK) 331,912 3.08%
Political and charitable donations
No contributions were made for political purposes during the period 
(2010: nil). 
The group made contribution of £13,000 (2010: £10,000) to the 
Brooks Macdonald Foundation, which is administered by the 
Charities Aid Foundation (CAF). Staff are encouraged to donate to 
charity in a tax efficient manner through the Give As You Earn 
(GAYE) payroll giving scheme. 
The objective of the Foundation is to make charitable donations and 
review community activities, as suggested by employees, and to 
support employees’ participation in a wide range of activities 
involving both local and international charities. 
Payment policy 
The group and company do not apply a specific payment code. The 
payment of suppliers’ invoices is made in accordance with terms 
agreed with suppliers subject to the resolution of any disagreement 
regarding the supply. In the majority of cases, the terms agreed with 
suppliers are for payment within 30 days of their invoice date. At the 
year end, the average trade creditor for both the group and 
company was 28 days (2010: 30 days).
Events since the end of the year
Details of events after the statement of financial position date are set 
out in note 32 to the financial statements on page 49.
Directors’ Indemnities
The company has made qualifying third party indemnity provisions 
for the benefit of its directors during the period and these remain in 
force at the date of this report.
Independent Auditors
During the year Moore Stephens LLP resigned as the company’s 
auditors and PricewaterhouseCoopers LLP were appointed in their 
place. A resolution to ratify their appointment them as auditors will 
be put to the forthcoming Annual General Meeting.
Each of the persons who are directors at the time when this report is 
approved has confirmed that:
(a)  so far as each director is aware, there is no relevant audit 
information of which the company’s auditors are unaware; and
(b)  the director has taken all the steps that ought to have been 
taken as a director in order to be aware of any relevant audit 
information and to establish that the company’s auditors are 
aware of that information.
Annual General Meeting
The 2011 Annual General Meeting will be held on 19 October 2011 
at 111 Park Street, London W1K 7JL. The notice of the meeting is on 
pages 59 to 62 with details of the resolutions proposed and 
explanatory notes.
On behalf of the Board
S J JACKSON
Director
13 September 2011 Annual Report & Accounts 2011
9
Brooks Macdonald Group plc
The directors are responsible for preparing the Annual Report  
and the financial statements in accordance with applicable law  
and regulations.
Company law requires the directors to prepare financial statements 
for each financial year. Under that law the directors have prepared 
the group financial statements in accordance with International 
Financial Reporting Standards (IFRSs) as adopted by the European 
Union, and the parent company financial statements in accordance 
with United Kingdom Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards and applicable law). Under 
company law the directors must not approve the financial 
statements unless they are satisfied that they give a true and fair 
view of the state of affairs of the group and the company and of the 
profit or loss of the group and company for that period. In 
preparing these financial statements, the directors are required to:
•	 	 select	suitable	accounting	policies	and	then	apply	them	
consistently;
•	 	 make	judgements	and	accounting	estimates	that	are	reasonable	
and prudent;
•	 	 state 	 whether 	 IFRSs 	 as 	 adopted 	 by 	 the 	 European 	 Union 	 and	
applicable UK Accounting Standards have been followed, subject 
to any material departures disclosed and explained in the group 
and parent company financial statements respectively;
•	 	 prepare	the	financial	statements	on	the	going	concern	basis	
unless it is inappropriate to presume that the company will 
continue in business.
The directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any time the 
financial position of the company and enable them to ensure that 
the financial statements comply with the Companies Act 2006. They 
are also responsible for safeguarding the assets of the company and 
the group and hence for taking reasonable steps for the prevention 
and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of 
the company’s website. Legislation in the United Kingdom 
governing the preparation and dissemination of financial statements 
may differ from legislation in other jurisdictions. 
Directors’ statement pursuant to the Disclosure and 
Transparency Rules
Each of the directors, whose names and functions are listed in  
page 10 confirm that, to the best of each person’s knowledge  
and belief:
•	 	 the	financial	statements,	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 
company; and
•	 t 	 he 	 directors’ 	 report 	 contained 	 in 	 the 	 annual 	 report 	 includes 	 a 	 fair	
review of the development and performance of the business and 
the position of the company and group, together with a 
description of the principal risks and uncertainties that they face.
The directors are responsible for the maintenance and integrity of 
the group website, www.brooksmacdonald.com. Legislation in the 
UK governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions.
Statement of Directors’ Responsibilities Annual Report & Accounts 2011 Brooks Macdonald Group plc
10
Directors’ Remuneration Report  
for the year ended 30 June 2011
Remuneration committee 
The remuneration committee comprises Christopher Knight (Chairman) and Colin Harris. Simon Wombwell was Chairman of the committee 
until 6 February 2011 when he became an executive director of the group. The committee determines the specific remuneration packages 
for each executive director and certain senior executives.
Remuneration policy 
Brooks Macdonald recognises the importance of its employees to the success of the group and consequently the policy is designed to be 
market competitive in order to motivate, aid staff retention and recruitment and align employee behaviour with the interests of 
shareholders. Benchmarking is used to ensure that the total compensation is market competitive.
The remuneration policy, which applies to directors and employees of the group is based on the following key principles:
•	 alignment	to	effective	risk	management;
•	 the	need	to	provide	market	competitive	total	compensation;
•	 differentiation	by	merit	and	per formance;
•	 an	emphasis	on	variable,	per formance	driven	remuneration	to	bonus	payments	funded	from	retained	profits;
•	 consistency	with	the	FSA	Remuneration	Code;
•	 alignment	with	shareholders’	interests	through	significant	and	widespread	equity	ownership;	and	
•	 clarity ,	transparency	and	fairness	of	process.
Directors’ remuneration
 Salary Profit related  2011 2010 2011 Pension  2010 Pension 
 or fee bonus Benefits Total Total contributions contributions 
 £ £ £ £ £ £ £
Chairman       
C J Knight 50,000 - - 50,000 31,100 - -
Executive       
C A J Macdonald 208,750 400,000 2,964 611,714 595,933 31,312 30,566
J M Gumpel 154,775 180,000 2,468 337,243 328,158 23,216 22,650
N I Holmes 154,775 230,000 1,626 386,401 166,095 23,216 4,200
S J Jackson 154,775 220,000 3,350 378,125 393,899 23,216 22,650
N H Lawes 154,775 100,000 2,908 257,683 295,098 23,216 22,650
A W Shepherd 154,775 225,000 1,936 381,711 165,301 23,216 4,200
R H Spencer 154,775 190,000 2,470 347,245 373,158 23,984 29,982
S P Wombwell from 7 February 2011 64,493 85,000 - 149,493 - 9,374 -
Non-executive       
C R Harris from 14 July 2010 24,263 - - 24,263 - - -
S P Wombwell to 6 February 2011 14,991 - - 14,991 21,600 - -
Total 1,291,147 1,630,000 17,722 2,938,869 2,370,342 180,750 136,898 Annual Report & Accounts 2011
11
Brooks Macdonald Group plc
The profit related bonuses are awarded to individual directors as determined by the remuneration committee following recommendations 
by the chief executive. They are calculated taking into account the performance of the director, the overall results of the group, the results 
of the business where the director has responsibility (where relevant) and market data where this is available. The remuneration committee 
has decided that 20% of the bonus awarded will be deferred for a period of three years with the balance paid in cash.
The benefits paid to directors relates to private health insurance cover and the benefit relating to interest free season ticket loans disclosed 
in note 31 to the financial statements.
Equity incentives 
Sharesave Scheme 
All directors are entitled to take part in the HM Revenue & Customs approved Brooks Macdonald Group Sharesave Scheme on the same 
terms as all other employees. An option grant was made on 1 June 2011 and the details of the grants to directors are shown below: 
 At 30 June Awarded Exercised At 30 June Exercise Earliest Expiry 
 2010 in the year  in the year 2011 price exercise date date
C A J Macdonald 4,795 - (4,795) - 196p 01.06.11 30.11.11
C A J Macdonald  985  985 916p 01.06.14 30.11.14
J M Gumpel 4,795 - (4,795) - 196p 01.06.11 30.11.11
J M Gumpel - 985 - 985 916p 01.06.14 30.11.14
N I Holmes 4,795 - (4,795) - 196p 01.06.11 30.11.11
N I Holmes - 985 - 985 916p 01.06.14 30.11.14
S J Jackson 4,795 - (4,795) - 196p 01.06.11 30.11.11
S J Jackson - 985 - 985 916p 01.06.14 30.11.14
N H Lawes 4,795 - (4,795) - 196p 01.06.11 30.11.11
N H Lawes - 985 - 985 916p 01.06.14 30.11.14
A W Shepherd 4,795 - (4,795) - 196p 01.06.11 30.11.11
A W Shepherd - 985 - 985 916p 01.06.14 30.11.14
R H Spencer 4,795 - (4,795) - 196p 01.06.11 30.11.11
R H Spencer - 985 - 985 916p 01.06.14 30.11.14
The aggregate gain during the year from the exercise of the above sharesave options was £389,018 (2010: £nil).
The company’s share price at the exercise date was £13.55.
Enterprise Management Incentive Scheme 
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 Retail Price Index 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. Annual Report & Accounts 2011 Brooks Macdonald Group plc
12
The details of the grants to directors are shown below:
 At 30 June Awarded Exercised At 30 June Exercise Earliest Expiry 
 2010 in the year  in the year  2011 price exercise date date
C A J Macdonald 10,000 - - 10,000 155p 01.11.08 01.11.15
 17,500 - - 17,500 290.5p 17.10.10 31.10.17
J M Gumpel 10,000 - - 10,000 155p 01.11.08 01.11.15
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
N I Holmes  15,000 - - 15,000 155p 01.11.08 01.11.15
 9,000 - (4,500) 4,500 215p 18.10.09 17.10.16
 6,000 - - 6,000 290.5p 17.10.10 31.10.17
S J Jackson 22,100 - (22,100) - 140p 11.03.08 11.03.15
 20,000 - (20,000) - 155p 01.11.08 01.11.15
 17,000 - - 17,000 215p 18.10.09 17.10.16
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
N H Lawes 4,000 - (4,000) - 140p 11.03.08 11.03.15
 10,000 - (10,000) - 155p 01.11.08 01.11.15
 17,000 - (7,000) 10,000 215p 18.10.09 17.10.16
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
A W Shepherd 14,000 - (14,000) - 140p 11.03.08 11.03.15
 14,000 - (14,000) - 155p 01.11.08 01.11.15
 9,000 - (9,000) - 215p 18.10.09 17.10.16
 6,000 - (6,000) - 290.5p 17.10.10 31.10.17
R H Spencer 10,000 - - 10,000 155p 01.11.08 01.11.15
 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 £910,125 (2010: £102,143). The company’s 
share price at the exercise dates ranged from £9.40 to £11.35 (2010: £3.395 to £6.745).
Phantom Share scheme
The Brooks Macdonald Group Phantom Share Scheme was adopted by the Board on 15 October 2008 with the intention of creating an 
incentive plan for senior key directors and employees of the group.
The scheme is a cash scheme based on the increase in the ordinary share price of the company.  The award can be exercised if there has 
been compound annual growth of at least 20% in earnings per share of the company over the three year performance period from 1 July 
2008 to 30 June 2011.
Directors’ Remuneration Report  
for the year ended 30 June 2011 Annual Report & Accounts 2011
13
Brooks Macdonald Group plc
The details of the grants to directors in respect of the October 2008 scheme are shown below:
 At 30 June Awarded Exercised At 30 June Exercise Earliest Expiry 
 2010 in the year  in the year   2011 price  exercise date date
C A J Macdonald 25,000 - - 25,000 218.5 15.10.11 29.10.11
J M Gumpel 25,000 - - 25,000 218.5 15.10.11 29.10.11
N I Holmes 50,000 - - 50,000 218.5 15.10.11 29.10.11
S J Jackson 50,000 - - 50,000 218.5 15.10.11 29.10.11
N H Lawes 50,000 - - 50,000 218.5 15.10.11 29.10.11
A W Shepherd 50,000 - - 50,000 218.5 15.10.11 29.10.11
R H Spencer 25,000 - - 25,000 218.5 15.10.11 29.10.11
C R Harris, C J Knight and S P Wombwell held no EMI share options or phantom awards at either the beginning or the end of the year or at 
the date of their appointment. 
The average share price during the period was 1039 pence. Details of the share option schemes are provided in note 18 and note 24 (b) to 
the financial statements. The market price at the end of the period was 1308.25 pence and the highest and lowest price during the period 
was 1375 pence and 761.5 pence respectively.
Long Term Incentive Scheme (LTIS) and Employee Benefit Trust (EBT)
The company has made annual awards based on certain criteria made under the LTIS to certain executive directors and senior executives. 
The conditional awards, which vest three years after grant, are subject to the satisfaction of specified performance criteria, measured over a 
three years performance period. All conditional awards are at the discretion of the remuneration committee. The group established the EBT 
on 3 December 2010. The Trust was established to acquire ordinary shares in the company in connection with the LITS, as detailed above, 
and for other long term awards to employees. 
Details of awards granted to the directors of the company under the terms of the LTIS, in respect of a deferred element of the bonuses for 
the year ended 30 June 2010 are as detailed below. 
  At 30 June Awarded Exercised At 30 June Exercise Earliest 
  2010 in the year  in the year  2011 price  exercise date
C A J Macdonald  - 4,112 - 4,112 - 23.12.2013
J M Gumpel  - 1,862 - 1,862 - 23.12.2013
N I Holmes  - 2,095 - 2,095 - 23.12.2013
S J Jackson  - 2,715 - 2,715 - 23.12.2013
N H Lawes  - 1,474 - 1,474 - 23.12.2013
A W Shepherd  - 2,095 - 2,095 - 23.12.2013
R H Spencer  - 2,405 - 2,405 - 23.12.2013
The market value of the company’s shares at the date the awards were made was £9.55. The performance conditions relating to these 
awards are detailed in note 24 to the financial statements. Annual Report & Accounts 2011 Brooks Macdonald Group plc
14
We have audited the group financial statements of Brooks 
Macdonald Group plc for the year ended 30 June 2011 which 
comprise the Consolidated Statement of Comprehensive Income, 
the Consolidated Statement of Financial Position, the Consolidated 
Statement of Cash Flow, the Consolidated Statement of Changes in 
Equity and the related notes. The financial reporting framework that 
has been applied in their preparation is applicable law and 
International Financial Reporting Standards (IFRSs) as adopted by 
the European Union.
Respective responsibilities of directors and auditors
As explained more fully in the Directors’ Responsibilities Statement 
set out on page 9, the directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a 
true and fair view. Our responsibility is to audit and express an 
opinion on the financial statements in accordance with applicable 
law and International Standards on Auditing (UK and Ireland). 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.
Scope of the audit of the financial statements
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 to identify material inconsistencies with 
the audited financial statements. If we become aware of any 
apparent material misstatements or inconsistencies we consider the 
implications for our report.
Opinion on financial statements 
In our opinion the group financial statements: 
•	 	 give	a	true	and	fair	view	of	the	state	of	the	group’ s	affairs	as	 
at 30 June 2011 and of its profit and cash flows for the year  
then ended;
•	 	 have	been	properly	prepared	in	accordance	with	IFRSs	as	
adopted by the European Union; and 
•	 	 have	been	prepared	in	accordance	with	the	requirements	of	the	
Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the 
financial year for which the group financial statements are prepared 
is consistent with the group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where 
the Companies Act 2006 requires us to report to you if, in our opinion: 
•	 	 certain	disclosures	of	directors’	remuneration	specified	by	law	
are not made; or 
•	 	 we	have	not	received	all	the	information	and	explanations	we	
require for our audit. 
Other matter 
We have reported separately on the parent company financial 
statements of Brooks Macdonald Group plc for the year ended  
30 June 2011.
Marcus Hine (Senior Statutory Auditor) 
for and on behalf of PricewaterhouseCoopers LLP 
Chartered Accountants and Statutory Auditors
London
13 September 2011
Independent Auditor’s Report 
to the members of Brooks Macdonald Group plc Annual Report & Accounts 2011
15
Brooks Macdonald Group plc
Consolidated Statement of Comprehensive Income 
for the year ended 30 June 2011
 Note 2011 2010 
  £  £
Revenue  3 52,178,344 35,108,634
Administrative expenses   (44,949,945) (29,500,860)
Operating profit 4 7,228,399 5,607,774
Finance income  6 148,048 105,676
Finance cost 6 (87,332) (30,987)
Profit before taxation  7,289,115 5,682,463
Taxation 7 (1,846,270) (1,825,642)
Profit for the year attributable to equity holders of the parent company  5,442,845 3,856,821
Earnings per share   
Basic 25 51.92p 38.10p
Diluted 25 50.51p 36.31p
Statement of comprehensive income    
Profit for the year attributable to equity holders of the company  5,442,845 3,856,821
Revaluation of available for sale investments  13 45,295 -
Transfer of share based payments exercised during the year  448,399 220,375
Total comprehensive income for the year, net of tax  
attributable to equity holders of the parent company  5,936,539 4,077,196
The accompanying notes from pages 19 to 49 form an integral part of the consolidated financial statements. Annual Report & Accounts 2011 Brooks Macdonald Group plc
16
Consolidated Statement of Financial Position  
as at 30 June 2011
    2010 
  Note 2011 (re-statement) 
   £  £
Assets
Non-current assets   
Intangible assets  10 6,023,293 1,892,145
Property, plant and equipment  11 1,891,693 2,042,002
Investment properties   12 - -
Available for sale financial assets  13 1,561,210 194,177
Held to maturity investments  14 - -
Deferred tax assets  15 1,494,947 1,180,595
Total non-current assets    10,971,143 5,308,919
Current assets    
Trade and other receivables  16 9,860,226 3,793,191
Cash and cash equivalents  17 16,808,194 14,374,719
Total current assets   26,668,420 18,167,910
Total assets   37,639,563 23,476,829
Current liabilities   
Trade and other payables    (16,899,502) (7,247,730)
Current tax liabilities  18 (24,680) (1,232,408)
Provisions  20 (1,036,641) (377,110)
Total current liabilities   18 (17,960,823) (8,857,248)
Non-current liabilities    
Other non-current liabilities  21 (627,613) (2,209,513)
Total non-current liabilities    (627,613) (2,209,513)
Net assets   19,051,127 12,410,068
Financed by:    
Equity    
Share capital  23 107,882 102,451
Share premium account  23 4,125,634 2,012,427
Other reserves   2,562,965 1,790,739
Retained earnings   12,254,646 8,504,451
Total equity   19,051,127 12,410,068
Approved and authorised for issue by the Board of directors on 13 September 2011 and signed on its behalf
C A J Macdonald  S J Jackson 
Chief Executive  Finance Director 
Company registered number 4402058. 
The accompanying notes from pages 19 to 49 form an integral part of the consolidated financial statements. Annual Report & Accounts 2011
17
Brooks Macdonald Group plc
Consolidated Statement of Cash Flow
for the year ended 30 June 2011
 Note 2011 2010 
  £  £
Cash inflow from operating activities    
Cash generated from operations  22 10,763,715 10,432,064
Interest paid   (51,576) (30,987)
Taxation paid  (2,491,600) (1,709,681)
Net cash generated from operating activities  8,220,539 8,691,396
 
Cash flow from investing activities  
Purchase of property, plant and equipment  (484,444) (1,053,043)
Purchase of intangible assets   (402,324) (210,629)
Sale of held to maturity investment  9,000 -
Acquisition of subsidiary company, net of cash acquired  22 (2,871,323) (848,184)
Purchase of available for sale asset  (1,500,000) (194,177)
Disposal of available for sale asset  194,177 -
Proceeds of sale of land and buildings  60,000 -
Proceeds of sale of investment property  612,000 -
Interest received   148,048 105,676
Proceeds of sale of acquired relationships   401,169 -
Net cash used in investing activities  (3,833,697) (2,200,357)
 
Cash flows from financing activities   
Proceeds of issue of shares  720,682 393,413
Purchase of own shares by employee benefit trust  (980,364) -
Repayment of borrowings   (533,000) -
Dividend paid to shareholders  (1,160,685) (857,020)
Net cash used in financial activities  (1,953,367) (463,607)
Net  increase in cash and cash equivalents  2,433,475 6,027,432
Cash and cash equivalents at start of year  14,374,719 8,347,287
Cash and cash equivalents at end of year  16,808,194 14,374,719
 
The accompanying notes from pages 19 to 49 form an integral part of the consolidated financial statements. Annual Report & Accounts 2011 Brooks Macdonald Group plc
18
Consolidated statement of changes in equity
for the year ended 30 June 2011
  Share Share  Available 
 Share  premium option Merger for sale Treasury Retained  
 capital account reserve   reserve reserve Shares earnings  Total 
Note 23 23    24   
 £ £ £ £ £ £ £ £
At 1 July 2009 100,162 1,621,303 881,719 191,541 - - 5,284,275 8,079,000
Comprehensive income         
Profit for the year - - -  - - - 3,856,821 3,856,821
Other comprehensive income         
Share based payments transfer - - (220,375) - - -  220,375  -
Total comprehensive income  - - (220,375) - - - 4,077,196 3,856,821
Transactions with owners        
Issue of shares for cash  2,289 391,124 - - - - - 393,413
Share based payments  - - 251,164 - -  - 251,164
Share based payments  deferred taxation - - 686,690 - - - - 686,690
Dividends paid  - - - - - - (857,020) (857,020)
 
At 30 June 2010 102,451 2,012,427 1,599,198 191,541 - - 8,504,451 12,410,068
Comprehensive income        
Profit for the year - - - - - - 5,442,845 5,442,845
Other comprehensive income        
Revaluation of available for sale  
financial asset  - - - - 45,295 - - 45,295
Share based payments  transfer  - - (448,399) - - - 448,399 -
Total comprehensive income - - (448,399) - 45,295 - 5,891,244 5,488,140
Transactions with owners        
Issue of shares for cash  5,431 2,113,207 - - - - - 2,118,638
Share based payments    - - 311,083 - - - - 311,083
Purchase of own shares by  
employee benefit trust - - - - - (980,364) - (980,364)
Share based payments  deferred taxation - - 864,247 - - - - 864,247
Dividends paid  - - - - - - (1,160,685) (1,160,685)
 At 30 June 2011 107,882 4,125,634 2,326,129 191,541 45,295 (980,364) 13,235,010 19,051,127
 
The accompanying notes from pages 19 to 49 form an integral part of the consolidated financial statements. Annual Report & Accounts 2011
19
Brooks Macdonald Group plc
General information
Brooks Macdonald Group plc is a public limited company, incorporated and domiciled in the United Kingdom.
Restatement of financial position as at 30 June 2010
In respect of the phantom scheme liabilities at 30 June 2010, an amount of £1,444,996 was classified as amounts falling due within one year and has 
now been re-classified as amounts falling due after more than one year.
The general accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied 
consistently to all the years presented unless otherwise stated.
1. Principal accounting policies
(a) Basis of preparation
  The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the 
European Union, IFRIC interpretations, and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial 
statements have been prepared under the historical convention, as modified by the revaluation of available-for-sale financial assets and financial 
liabilities at fair value through profit and loss. 
(b) Changes in accounting policies 
 (1) New and amended standards adopted by the group.
  In the current year the following new and revised standards have been adopted and have affected the amounts reported in these financial statements. 
  IFRS 2 (Amendment) – ‘Group cash-settled share-based payment transactions’ (effective for accounting periods beginning on or after  
1 January 2010). In addition to incorporating IFRIC 8 – ’Scope of FRS2’ and IFRIC 11 IFRS 2  – ‘Group treasury share transactions’, the 
amendments expand on the guidance in IFRIC 11 to address the classification of group arrangements that were not covered by that 
interpretation. This has no material impact on the current year’s results.
  IFRIC 19 – ‘Extinguishing financial liabilities with equity Instruments’ (effective for accounting periods on or after 1 July 2010). The IFRIC clarifies 
that the accounting by an entity when the terms of a financial liability are renegotiated and result in the entity issuing equity instruments to a 
creditor of the entity to extinguish all or part of the financial liability (debt for equity swap). It requires a gain or loss to be recognised in profit 
or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments 
issued. If the fair value of the equity instruments issued cannot be reliably measured, the equity instruments should be measured to reflect the 
fair value of the financial liability extinguished. This has no material impact on the current year’s results.
  Annual improvements to IFRSs (2009) (effective 1 January 2010) This is a collection of amendments to 12 standards as part of the ISAB‘s 
programme of annual improvements. This has no material impact on the current year’s results.
 (2)  New and amended standards, and interpretations mandatory for the first time for the financial year beginning 1 July 2010 but not 
currently relevant to the group.
  The following standards are also mandatory for the group’s accounting for the financial year beginning 1 July 2010 but which, in the opinion of 
the directors, are not relevant to the operations of the group:
  Amendment to IAS 32 - ‘Financial instruments: Presentation - classification of rights issues’ (effective for annual periods beginning on or after  
1 February 2010).
 IFRS 1 (Amendment), ‘First time adoption on financial instrument disclosures’ (effective 1 July 2010).
 IFRIC 15 - ‘Agreements for construction of real estates’ (effective 1 January 2009; EU-endorsed for 1 January 2010).
  IFRIC 18 - ‘Transfer of assets from customers’ (effective for transfers of assets from customers received on or after 1 July 2009; EU-endorsed for 
use in annual periods beginning on or after 31 October 2009).
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011 Brooks Macdonald Group plc
20
Notes to the Consolidated Financial Statements 
1. Principal accounting policies - continued
(b) Changes in accounting policies - continued
 (3)   New standards, amendments and interpretations issued but not effective for the financial year beginning 1 July 2011 and not early adopted. 
  The following standards and amendments of the standards and interpretations which have not been applied in these financial statements but 
were in issue but not yet effective (and in some cases not yet been adopted by the EU): 
  Amendment to IAS 24 - ‘Related party disclosures’ (effective for annual periods beginning on or after 1 January 2011).
  Amendments to IFRS 7 - ‘Financial instruments: disclosures on derecognition’ (effective for annual periods beginning on or after 1 July 2011).
 Amendment to IAS 12 - ‘Income taxes on deferred tax’ (effective for annual periods beginning on or after 1 January 2012).
  Amendment to IFRIC 14 - ‘Prepayments of a minimum funding requirement’ (effective for annual periods beginning on or after 1 January 2011).
 Annual improvements to IFRSs (2010) (effective 1 January 2011).
 IAS 36 (amended) ‘Impairment of assets’ (effective 1 January 2011).
 Amendment to IFRS 1 ‘First time adoption on fixed assets and hyperinflation’ (effective for accounting periods beginning on or after 1 July 2011).
 Amendment to IAS 19 ‘Employee benefits’ (effective for annual periods beginning on or after 1 January 2013).
  Amendment to IAS 1 ‘Financial statement presentation regarding other comprehensive income’ (effective for annual periods beginning on or 
after 1 July 2012).
 IFRS 9 ‘Financial instruments classification and measurement (effective for annual periods beginning on or after 1 January 2013).
 IFRS 10 ‘Consolidated financial statements’ (effective for annual periods beginning on or after 1 January 2013).
 IFRS 11 ‘Joint arrangements’ (effective for annual periods beginning on or after 1 January 2013).
  IFRS 12 ‘Disclosures of interests in other entities’ (effective for annual reports beginning on or after 1 January 2013).
 IAS 27 (revised 2011) ‘Separate financial statements’ (effective for annual reports beginning on or after 1 January 2013).
 IAS 28 (revised 2011) ‘Associates and joint ventures’ (effective for annual reports beginning on or after 1 January 2013).
 Adoption of these standards and interpretations is not expected to have a material impact on the financial statements of the group.
(c) Critical accounting estimates and judgements
  The preparation of financial information requires the use of assumptions, estimates and judgements about future conditions. Use of 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, management believes that the accounting policies where judgement is necessarily applied are those that relate to; the 
measurement of intangible assets, business combinations per below and estimating the fair value of share based payments.
  The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in 
which the estimate is revised if the revision only affects both current and future periods.
 Further information about key assumptions the future and key sources of estimation uncertainty are set out below:
 Business combinations
  As described in note 8, the group has deferred consideration in respect of the acquisition of Lawrence House Fund Managers Limited which has 
been calculated as £725,719 allowing for an estimated growth in acquired funds discounted by the cost of capital. The group does not consider 
that the potential changes to these assumptions would result in the deferred consideration being materially different.  Annual Report & Accounts 2011
21
Brooks Macdonald Group plc
1. Principal accounting policies - continued
(c) Critical accounting estimates and judgements - continued
 Share based payments
  The group engages in share-based payments in respect of services received from certain employees. Estimating fair value for these payments 
requires determining the most appropriate valuation model and the inputs to that model. The assumptions and models used for estimating fair 
value are disclosed in notes 18 and 23. The charge to the income statement in respect of share based payments is calculated using assumptions 
over the number of eligible employees leaving the group and the number of employees satisfying the relevant performance conditions. These 
estimates are reviewed regularly.
 Intangibles
  The group has acquired client relationships and new teams of fund managers as described in note 10 and in assessing the fair value of those 
assets the group has estimated the finite life based on the experience of existing client relationships. Acquired client relationship contracts and 
contracts acquired with fund managers are amortised over three and five years on a straight line basis respectively.
  Goodwill is recognised as an asset and is reviewed for impairment at least annually or when other occasions or changes in circumstances 
indicate that it might be impaired. Any impairment is recognised in the income statement and is not subsequently reversed.
 Provisions 
  Provisions are recognised when the group has a present obligation as a result of a past event and it is probable that the group will be required 
to settle that obligation. Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the 
balance sheet date and are discounted to present value where the effect is material. 
  In the ordinary course of business, the group can receive complaints from clients in relation to the services provided. Complaints are assessed 
on a case by case basis and provisions are made where judged necessary.
(d) Business combinations
 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 entities controlled by the company and control exists when 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 intra-group transactions and balances are eliminated on consolidation.
  Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as 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 incurred are 
charged to the income statement.
  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 as at the acquisition date. If the business combination 
is acquired in stages, the fair value of the groups’ previously held equity interest is re-measured as at the acquisition date and the difference is 
charged or credited to the income statement. Identifiable assets and liabilities assumed on acquisition are brought on to the balance sheet at 
either their fair value at the date of acquisition.
  Any contingent consideration to be transferred by the group will be recognised at fair value at the acquisition date. Subsequent changes to the 
fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with IAS 39 either in the 
income statement or as a change to other comprehensive income.
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011 Brooks Macdonald Group plc
22
1. Principal accounting policies - continued
(d) Business combinations - continued
  Goodwill is initially measured at cost being the excess of the consideration transferred over the group’s net identifiable assets acquired and liabilities 
assumed. If the consideration is lower than fair value of the net assets of the subsidiary acquired, the difference is recognised in income statement.
 Impairment
  After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill 
acquired in a business combination is, from the acquisition date, 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.
   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.
(e)  Fees, commissions and interest
  Portfolio and other management advisory and custody services are billed in arrears and are recognised over the period the service is provided. 
These fees are calculated on the basis of a percentage of the value of the portfolio over the period the service is provided. Dealing charges are 
levied at the time the deal is placed for the client. Fees are recognised when the fee amount can be estimated reliably and it is probable that the 
fee will be receivable.
   Financial consulting fees are charged to clients on an hourly fee 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 which they are earned.
  Where amounts are due conditional on the successful completion of fund raising for investment vehicles revenue is recognised where in the 
opinion of the directors, there is a 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 is recognised as the interest accrues (using the effective interest rate that exactly discounts estimated future cash receipts through the 
expected life of the financial instrument) to the net carrying amount of the financial asset. 
(f)  Cash and cash equivalents 
   Cash comprises cash in hand and cash on demand deposits which may be accessed without penalty. Cash equivalents comprise short term 
highly liquid investments with a maturity of less than three months from the date of acquisition.
 (g)  Share based payments
  The group provides equity and cash 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 granted on the date of the grant. The cost 
of the employee services received in respect of the shares or share options granted is recognised in the income statement over the service 
period, with a corresponding credit to equity or accruals depending on the nature of the scheme.
   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 interest rate, the expected volatility of the company’s share price over the life of the option/award and other 
relevant factors.
  The group also operates a phantom cash settled share based scheme. On the grant date, the liability incurred is measured at fair value. The 
liability is re-measured at the end of each reporting period and at the date of settlement, with any changes in fair value recognised in the 
income statement.
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011
23
Brooks Macdonald Group plc
1. Principal accounting policies - continued
(h)  Segmental reporting 
  The group determine and presents operating segments based on the information that is provided internally to the group board which is the 
group’s chief operating decision maker. 
 (i)  Fiduciary activities 
  The group commonly acts as trustees 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 Services Authority. Such monies 
and the corresponding liability to clients are not included within the balance sheet as the group is not beneficially entitled thereto.
(j)  Property, plant and equipment 
  All property plant and equipment is included in the balance sheet at historical cost less accumulated depreciation and any provisions for 
impairment. Costs include the original purchase cost of the asset and the costs attributable to bringing the asset to its working condition for its 
intended use.
   Provision is made for depreciation rates calculated to write off the cost or valuation, less estimated residual value, of each asset over its expected 
useful life, using a straight line method as follows:
Fixtures and fittings   15%-25% per annum
Equipment   20% per annum
Leasehold improvements   over the term of the lease
Long leasehold property    50 years 
  The assets’ residual lives are reviewed, and adjusted if appropriate, at the balance sheet date. Gains and losses on disposals are determined by 
comparing proceeds with the carrying amount. These are included in the income statement. 
(k) Intangible assets
 Client relationships 
   Client relationships are recognised when acquired by the group as part of a business combination or when separate payments are made to 
acquire funds under management by adding teams of investment managers. Client relationships are initially recognised at cost and are 
subsequently measured at cost less accumulated amortisation and any impairment losses. If acquired as part of a business combination the 
initial cost of client relationships is the fair value at the acquisition date.
  The amortisation of client relationships is charged to the income statement on a straight line basis over their estimated useful lives (five to 
fifteen years).
  Acquisition of new teams of fund managers
 Payments made acquire new teams of fund managers are stated at cost and amortised on a straight line basis over five years.
 Computer software
  Software costs are amortised over their estimated useful lives of four years straight line basis.
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011 Brooks Macdonald Group plc
24
Notes to the Consolidated Financial Statements 
1. Principal accounting policies - continued
(k) Intangible assets - continued
  Goodwill 
  Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the 
net fair value of the separately identifiable assets, liabilities and contingent liabilities of a subsidiary or associate at date of acquisition. In 
accordance with IFRS 3 Business combinations, goodwill is not amortised but reviewed annually for impairment and as such, is stated at cost 
less any provision for impairment of value. Any impairment is recognised immediately in the income statement and 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 purpose of impairment testing. If the cost of acquisition is less than the fair value of the net 
assets of the subsidiary acquired, the difference is recognised directly in the income statement.
(l) Financial assets 
  The group classifies financial assets in the following categories; available for sale, held to maturity and as loans and receivables. The classification 
depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at the 
initial recognition.
  Loans and receivables 
   Loans and receivables are non-derivative assets with fixed or determinable payments that are not quoted in an active market. They included in 
current assets except for maturities greater than 12 months after the end of the reporting period. These are classified as non- current assets.  
The group’s loans and receivables comprise “trade and other receivables”.
 Available for sale
  Available for sale financial assets are non-derivatives that are either designated in this category or 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 subsequently carried at fair value and their value is 
based on the current bid prices of the asset as quoted in active markets. 
 Held-to-maturity investments
  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. If the group were to sell other than an insignificant amount of held-to 
maturity financial assets, the whole category would be tainted and reclassified as available for sale. Held to maturity assets investments are 
measured at amortised cost. 
(m) Provisions
   Provisions are recognised when the group has a present obligation as a result of a past event which it is probable will result in an outflow of 
economic benefits that can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to 
settle the obligation using a pre-tax 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 judged necessary.
(n) Foreign currency translation
   The company’s functional and the group’s presentation currency is sterling. Foreign currency transactions are translated using the exchange 
rate prevailing at the transaction 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 income statement. Annual Report & Accounts 2011
25
Brooks Macdonald Group plc
Notes to the Consolidated Financial Statements 
1. Principal accounting policies - continued
(o) Retirement benefit costs
 Contributions in respect of the group’s defined contribution retirement scheme are charged to the income statement as they fall due.
(p)  Taxation 
  Tax on the profit or loss 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 balance sheet 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 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 its tax rates (and laws) that have been enacted or substantially 
enacted by the balance sheet date.
  Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary 
differences can be utilised.
  Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax 
liabilities and when the deferred income taxes and liabilities relate to income taxes levied by the same taxation authority on either authority on 
either the taxable entity or different taxable entities where there is an intention to settle on a net basis.
(q)  Trade receivables 
  Trade receivables are recognised and carried at original invoice amount less an allowance for any uncollectable amounts. Doubtful debts are 
provided for when the collection of the full amount is no longer probable, whilst bad debts are written off when identified.
(r)  Trade payables 
  Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 
payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer).  
If not, they are presented as non-current liabilities.
  Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
(s) Operating lease payments 
  Rents due under operating leases are charged to income statement on a straight line basis over the term of the lease. Where leases which have 
lease incentives, such as rent- free periods, the benefit of these incentives is recognised over the lease term.
(t)  Investment properties 
  Investment property comprises non owner occupied buildings held to earn rentals and for capital appreciation. Investment property is carried at 
fair value and is restated at each balance sheet date. Changes in fair values are recognised in the statement of comprehensive income in the 
period in which the changes arises.
(u)  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 on the balance sheet at fair 
value when the group becomes a party to the contractual provisions of the instrument. Annual Report & Accounts 2011 Brooks Macdonald Group plc
26
1. Principal accounting policies - continued
(v)  Carried interest receivable 
  The group earns a performance fee, carried interest receivable, on funds it manages on behalf of its investors. Carried interest receivable is 
recognised where, at the balance sheet date, the performance criteria have been met based on the valuations of funds. Carried interest that has 
been earned, but where the amounts are not yet for payment, is discounted to its present value. They are included in the current liabilities on 
the balance sheet.
(w)  Employee Benefit Trust (EBT)
  The company provides finance to an EBT to purchase the company’s shares on the open market to meet its obligation to provide shares when 
an employee exercises certain options or awards. The administration and finance costs connected with the trust are charged to the income 
statement. 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.
(x)  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 group company purchases the company’s equity share capital (treasury shares) the consideration paid, including any directly 
incremental costs (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 in the equity attributable to the company’s equity. 
2.  Segmental information
  For management purposes the group’s activities are organised into three operating divisions: investment management, financial planning, and 
with the acquisition of Braemar Group Limited on 6 July 2010, niche fund and property management. The group’s other activity, offering 
nominee and custody services to clients, has been included in investment management. These divisions are the basis on which the group 
reports its primary segmental information. There has been no impact on the comparative figures.
  Revenues and expenses are allocated to the business segment that originated the transaction. Revenues and expenses that are not directly 
originated by a 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, being the majority of the balance sheet.
  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.
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011
27
Brooks Macdonald Group plc
2.  Segmental information - continued
  
 Investment Financial Braemar  
 management planning Group Total 
Year ended 30 June 2011 £ £ £ £
Total revenues 49,021,037 2,843,507 3,122,640 54,987,184
Inter company revenues (1,970,940) (837,900) - (2,808,840)
External revenues 47,050,097 2,005,607 3,122,640 52,178,344
Segmental result 9,744,150 29,295 (637,402) 9,136,043
Unallocated items    (1,846,928)
Profit before tax    7,289,115
Taxation    (1,846,270)
Profit for the year    5,442,845
  Investment Financial  
  management planning Total 
Year ended 30 June 2010  £ £ £
Total revenues  34,556,615 2,738,212 37,294,827
Inter company revenues  (1,632,254) (553,939) (2,186,193)
External revenues  32,924,361 2,184,273 35,108,634
Segmental result  7,813,507 43,683 7,857,190
Unallocated items    (2,174,727)
Profit before tax    5,682,463
Taxation    (1,825,642)
Profit for the year    3,856,821
Geographical analysis 
The group’s operations are all located in the United Kingdom
3.  Revenue
  2011 2010 
  £ £
Fee income 48,527,225 31,677,564
Financial services commissions 3,651,119 3,431,070
 52,178,344 35,108,634
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011 Brooks Macdonald Group plc
28
Notes to the Consolidated Financial Statements 
4. Operating profit
  2011 2010 
  £ £
This is stated after charging/(crediting):
Staff costs (see note 5)  21,697,258 14,814,404
Auditors’ remuneration (see below)  146,500 84,872
Depreciation  680,369 482,201
Operating leases – buildings and equipment  658,421 530,985
Financial Services Compensation Levy (see below)  544,867 -
Amortisation  330,894 310,695
(Profit) on foreign exchange  (2,232) -
A more detailed analysis of auditors’ remuneration is provided below:   
  2011 2010 
  £ £
Fees payable to the company’s auditors for the audit of the parent  
company and the consolidated financial statements   22,000 1,000
Fees payable to the company’s auditors for the other services to the group:    
-  audit of the company’s subsidiaries pursuant to legislation  103,000 67,391
-  other services pursuant to corporate finance transactions   - 6,059
Other services   21,500 10,422
  146,500 84,872
Financial Services Compensation Scheme levies  
In January 2011 the FSCS announced that it would be raising an interim levy of £326 million, principally to cover the cost of compensating investors 
from the failure of Keydata Investment Services Limited and other intermediaries. The group received invoices totalling £544,867 for these failures 
and this amount has been charged to the income statement. 
The group has been advised that a further levy in respect of the 2010/2011 may be made. However, no provision has been set aside for this as the 
board has no information which indicates that this is probable. Annual Report & Accounts 2011
29
Brooks Macdonald Group plc
Notes to the Consolidated Financial Statements 
5. Employee information 
(a)  Staff costs
  2011 2010 
  £ £
Wages and salaries  15,145,182 11,738,119
Social security costs  1,440,724 1,287,408
Pension costs  578,268 281,695
Share based payments   4,533,084 1,507,182
  21,697,258 14,814,404
Pension costs are in respect of a defined contribution retirement scheme.
(b)  Staff numbers
The average monthly number of employees during the year including directors was made up as follows:
  2011 2010
Professional staff  90 63
Support staff  145 88
  235 151
(c)  Directors’ emoluments
Key management personnel are considered to comprise only the company directors.
  2011 2010 
   £   £ 
Salaries  2,831,893 2,303,386
Non executive directors’ fees  89,254 52,700
Benefits in kind  17,722 14,256
  2,938,869 2,370,342
Pension contributions- defined contribution retirement scheme  180,750 136,898
Amounts receivable under long term incentive plans   910,125 102,143
  4,029,744 2,609,383
Gains on the exercise of sharesave options   389,018 -
   
Highest paid director   
Remuneration and benefits in kind  611,714 595,933
Pension contribution to defined contribution retirement scheme   31,312 30,566
  643,026 626,499
Gain on the exercise of sharesave options  55,574 -
Retirement benefits are accruing to eight directors (2010: seven) under a defined contribution retirement scheme. Annual Report & Accounts 2011 Brooks Macdonald Group plc
30
Notes to the Consolidated Financial Statements 
6. Finance income and finance cost
  2011 2010 
Finance income  £ £
Bank interest  148,048 104,306
Other interest-tax repayment supplement   - 1,370
  148,048 105,676
 
  2011 2010 
Finance expense  £ £
Bank interest  50,148 -
Other interest-deferred consideration  37,184 30,987
  87,332 30,987
7. Taxation
   2011  2010 
   £   £ 
The tax charge on the profit on ordinary activities for the period was as follows:  
UK corporation tax @ 27.5% (2010: 28%)  2,140,853 2,152,642
Under provision in prior years  33,636 66,964
Total current tax  2,174,489 2,219,606
Deferred taxation  (328,219) (393,964)
Total deferred tax  (328,219) (393,964)
Income tax expense  1,846,270 1,825,642
The tax on the group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to 
profits of the consolidated entities as follows:
    
   2011  2010 
   £   £ 
Factors affecting the charge for the year    
Profit on ordinary activities before tax  7,289,115 5,682,463
   
Profit on ordinary activities multiplied by the  
standard rate of tax in the UK of 27.5% (2010: 28%)  2,004,507 1,591,089
Tax effect of :   
Disallowable expenses  52,479 167,589
Non-taxable income  (237,875) -
Under provision in prior years  33,636 66,964
Effect of change in corporation tax rate  (6,477) -
Tax charge  1,846,270 1,825,642
  Annual Report & Accounts 2011
31
Brooks Macdonald Group plc
Notes to the Consolidated Financial Statements 
7. Taxation - continued
The deferred taxation credit of £328,219 (2010: credit of £393,964) represents a credit of £227,114 (2010: credit of £429,833) arising out of the 
share option reserve at the balance sheet date and a credit of £101,105 (2010: charge £35,869) relating to accelerated capital allowances.
From 1 April 2011, the Finance Act 2011 reduced the rate of corporation tax from 28% to 26% with effect from 1 April 2011. As a result the 
effective rate of corporation tax applicable to the company during the year ended 30 June was 27.5% (2010: 28%). 
The tax rate used in respect the determining the deferred tax assets and liabilities is 26% (2010: 28%).
In addition to the changes in rates of corporation tax disclosed above a number of further changes to the UK Corporation tax system were 
announced in the March 2011 UK Budget Statement. Legislation to reduce the main rate of corporation tax from 26% to 25% from 1 April 2012 is 
expected to be included in the Finance Act 2011. Further reductions to the main rate are proposed to reduce the rate by 1% per annum to 23%  
by 1 April 2014. These further changes had not been substantively enacted at the balance sheet date and, therefore are not included in these 
financial statements.
The tax charge relating to the components of comprehensive income is as follows:
  2011 2010 
  £ £
Revaluation of available for sale investments   61,210 -
Tax charge  (15,915) -
  45,295 -
Transfer of share based payments exercised during the year  448,399 220,379
Comprehensive income  493,694 220,379
8. Business combinations
Current period
On 6 July 2010, Brooks Macdonald Group plc completed the acquisition of 100% of the issued share capital of Braemar Group plc (BG) at a price of 
2.25p for each ordinary share. The price of 2.25p for each share was determined by the directors using the discounted cash flows of the future 
income of BG and the fair value of the assets and liabilities of BG. BG has two core divisions: Braemar Securities which designs, promotes and 
manages niche structured financial products in the property sector through open ended investment companies and closed end residential funds; 
and Braemar Estates (BE) which manages property assets on behalf of the funds and other clients. At the date of the acquisition the value of the 
funds was approximately £45million and BE managed approximately 3,100 properties in the UK with a combined value of over £500 million.
The acquisition of this range of property funds has enabled the group to strengthen its position in the specialist fund management market. 
Acquisition costs of £400,279 have been expensed in the income statement. 
The total consideration of £4,118,780 of was satisfied by cash of £3,032,977 in respect of 123,868,959 ordinary shares and outstanding share 
options in BG and by the issue of 139,851 new shares in Brooks Macdonald Group plc, with a value of £1,085,803, to the management of BG in 
exchange for their aggregate holding of 48,257,421 ordinary shares. The fair value of the 139,851 ordinary shares issued as part of the consideration 
for Braemar Group plc was based on the published market price of £7.764 per share, being the volume weighted average price of Brooks Macdonald 
Group plc shares over the five dealing days prior to the announcement date, 8 June 2010. Annual Report & Accounts 2011 Brooks Macdonald Group plc
32
Notes to the Consolidated Financial Statements 
8. Business combinations - continued
The fair value of the assets is the gross contractual amounts and all are considered to be fully recoverable. At the date of the acquisition the assets 
and liabilities acquired are detailed below: 
 
Purchase consideration   £
Cash paid     3,032,977
Issue of shares   1,085,803
Total purchase consideration   4,118,780
 
   Carrying amounts 
   £
Cash and cash equivalents   161,654
Investment properties   607,000
Property, plant and equipment   135,056
Held to maturity assets   9,000
Trade receivables   775,536
Other current assets   97,541
Trade and other payables   (1,242,831)
Borrowings(note 19)   (844,650)
Deferred tax liabilities   (40,413)
Net identifiable liabilities    (342,107)
Intangible assets-software   38,502
Intangible assets-client relationships    830,000
Goodwill   3,592,385
   4,118,780
The goodwill relates to BG’s expected future income and the synergies expected to arise after the company’s acquisition of the subsidiary.
 
  Revenues from external customers Loss 
Impact on reported results from date of acquisition  £ £
Braemar Group Limited   3,122,640 (637,402)
 Cash consideration paid Cash in acquired company Net cash outflow 
Net cash outflow £ £  £ 
Acquisitions (3,032,977) 161,654 (2,871,323)
9. Dividends 
  2011 2010 
   £   £ 
Paid final dividend of 6p (2010: 5.5p)  630,705 550,893
Paid interim dividend of 5p (2010: 3p)  529,980 306,127
  1,160,685 857,020
Proposed final dividend of 10p (2010: 6p)  1,078,817 630,705
The final dividend is payable on 24 October 2011 to shareholders on the register at the close of business on 23 September 2011 subject to approval 
by the shareholders at the Annual General Meeting.  Annual Report & Accounts 2011
33
Brooks Macdonald Group plc
Notes to the Consolidated Financial Statements 
10. Intangible assets
Goodwill
Goodwill acquired in a business combination is allocated at acquisition to the cash generating units that are expected to benefit from that business 
combination. The carrying amount of goodwill all relates to Braemar Group Limited.
Computer software
Software costs are amortised over their estimated useful lives of four years on a straight line basis.
Acquired client relationships 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 income statement on a straight line basis over their estimated useful lives (five to fifteen years).
Contracts acquired with fund managers
This asset represents the fair value of 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 five years.
    Acquired client Contracts acquired 
  Goodwill  Software relationship contracts with fund managers Total 
  £ £ £ £ £
Cost     
At 1 July 2010 - - 1,585,362 1,495,959 3,081,321
Additions on acquisition of subsidiary at fair value 3,592,385 38,502 830,000 - 4,460,887
Additions - 48,754 - 353,570 402,324
Disposals  (42,296) - (358,873) - (401,169)
 At 30 June 2011 3,550,089 87,256 2,056,489 1,849,529 7,543,363
     
Accumulated amortisation     
At 1 July 2010 - - 88,592 1,100,584 1,189,176
Charge for the year - 22,854 141,165 166,875 330,894
 At 30 June 2011 - 22,854 229,757 1,267,459 1,520,070
     
Net book value     
At 30 June 2010 - - 1,496,770 395,375 1,892,145
 At 30 June 2011 3,550,089 64,402 1,826,732 582,070 6,023,293 Annual Report & Accounts 2011 Brooks Macdonald Group plc
34
Notes to the Consolidated Financial Statements 
10. Intangible assets - contined
    Acquired client Contracts acquired 
  Goodwill  Software relationship contracts with fund managers Total 
  £ £ £ £ £
Cost     
At 1 July 2009 - - - 1,285,330 1,285,330
Additions - - 1,585,362 210,629 1,795,991
Disposals      
At 30 June 2010 - - 1,585,362 1,495,959 3,081,321
     
Accumulated amortisation      
At 1 July 2009 - - - 878,481 878,481
Charge for the year - - 88,592 222,103 310,695
At 30 June 2010 - - 88,592 1,100,584 1,189,176
     
Net book value     
At 30 June 2009 - - - 406,849 406,849
At 30 June 2010 - - 1,496,770 395,375 1,892,145
11.  Property, plant and equipment 
     Equipment and 
  Land and  Vehicles and Fixtures and leasehold  
  buildings  machinery fittings improvements Total 
  £ £ £ £ £
Cost     
At 1 July 2010 - - 612,446 3,197,706 3,810,152
Additions on acquisition of subsidiary at fair value  86,815 2,625 11,288 34,328 135,056
Additions - - 73,027 411,417 484,444
Disposals  (86,815) (2,625) - - (89,440)
 At 30 June  2011 - - 696,761 3,643,451 4,340,212
     
Accumulated  depreciation     
At 1 July 2010 - - 197,182 1,570,968 1,768,150
Charge for the year 27,344 750 98,338 582,031 708,463
Disposals (27,344) (750) - - (28,094)
 At 30 June 2011 - - 295,520 2,152,999 2,448,519
     
Net book value     
At 30 June 2010 - - 415,264 1,626,738 2,042,002
 At 30 June 2011 - - 401,241 1,490,452 1,891,693 Annual Report & Accounts 2011
35
Brooks Macdonald Group plc
Notes to the Consolidated Financial Statements 
11.  Property, plant and equipment - continued
     Equipment and 
  Land and  Vehicles and Fixtures and leasehold  
  buildings  machinery fittings improvements Total 
  £ £ £ £ £
Cost     
At 1 July 2009 - - 281,661 2,475,448 2,757,109
Additions - - 330,785 722,258 1,053,043
Disposals  -  - - -
At 30 June 2010   - - 612,446 3,197,706 3,810,152
     
Accumulated depreciation     
At 1 July 2009 - - 131,603 1,154,346 1,285,949
Charge for the year - - 65,579 416,622 482,201
Disposals - - - - -
At 30 June 2010 - - 197,182 1,570,968 1,768,150
     
Net book value     
At 30 June 2009 - - 150,058 1,321,102 1,471,160
At 30 June 2010 - - 415,264 1,626,738 2,042,002
     
12. Investment properties 
   2011 
   £
At 1 July 2010     -
Additions      607,000
Disposals     (607,000)
At 30 June 2011     -
The investment property relates to a property owned by a Braemar Group Limited, a subsidiary company. The property was an investment property 
in Harrogate and was disposed of during the year.
13. Available for sale financial assets
  2011 2010 
   £   £ 
At 1 July 2010 194,177 
Disposals (note a) (194,177) 
Additions (note b) 1,500,000 194,177
Gain from changes in fair value  61,210 -
At 30 June 2011 1,561,210 194,177
(a)  Disposals
The brought forward available for sale asset represents the purchase of 8,544,638 shares in Braemar Group plc, an AIM listed company. During the 
year, the group acquired 100% of the issued share capital of Braemar Group plc as detailed in note 8 to the financial statements and its results have 
been consolidated from the date of acquisition. The brought forward available for sale investment in Braemar Group plc shares is therefore shown as 
a disposal as at the date of acquisition. There was no movement in the share price from the date of acquisition to the date of disposal.  Annual Report & Accounts 2011 Brooks Macdonald Group plc
36
13. Available for sale financial assets - continued
(b)  Additions
Addition to available for sale assets represents 1,440,230.43 shares in Braemar PCC Limited Student Accommodation Cell – B Shares. The market 
value of the investment at 30 June 2011 was £1,561,210.
14. Held to maturity investments 
   2011 
   £
At 1 July 2010   -
Additions on acquisition of subsidiary at fair value    9,000
 
Disposals    (9,000)
At 30 June 2011    -
Held-to-maturity investments represent Braemar Group Limited‘s holdings in investment schemes and companies operated by Braemar Group 
Limited‘s subsidiaries. The investment represents 50,000 £1 ordinary shares held by Braemar Group Limited in Braemar UK Agricultural Land plc, 
which is in a solvent members’ voluntary liquidation. The fair value represented the amount to be received during the year. 
15. Deferred tax assets
An analysis of deferred tax assets and deferred tax liabilities is as follows:
  2011 2010 
  £ £
Deferred tax assets
Deferred tax assets to be recovered after more than 12 months   241,839 466,883
Deferred tax assets to be recovered within 12 months  1,312,855 858,649
  1,554,694 1,325,532
Deferred tax liabilities   
Deferred tax liability to be recovered after more than 12 months   (15,915) -
Deferred tax liability to be recovered within 12 months  (43,832) (144,937)
  (59,747) (144,937)
   
Deferred tax assets  1,494,947 1,180,595
The gross movement on the deferred income tax account is as follows:
  2011 2010 
   £   £ 
At 1 July 2010  1,180,595 99,941
Income statement credit (note 7)  328,219 393,964
Tax charge relating to components of other comprehensive income   (15,915) -
Tax credited to equity   2,048 686,690
At 30 June 2011  1,494,947 1,180,595
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011
37
Brooks Macdonald Group plc
15. Deferred tax assets - continued
The movement on the deferred tax income tax assets and liabilities during the year is as follows:
Deferred tax assets
  Share based payments  Total 
   £   £ 
At 1 July 2009  209,009 209,009
Credited to the Income statement   429,833 429,833
Credited directly to equity  686,690 686,690
At 30 June 2010  1,325,532 1,325,532
   
At 1 July 2010  1,325,532 1,325,532
Credit to the income statement  227,114 227,114
Charged to comprehensive income   2,048 2,048
 At 30 June 2011  1,554,694 1,554,694
Deferred tax liabilities     
 Accelerated tax depreciation Fair value gains Total 
  £  £  £ 
At 1 July 2009 109,068 - 109,068
Charge to the Income statement  35,869 - 35,869
At 30 June 2010 144,937 - 144,937
   
At 1 July 2010 144,937 - 144,937
Credit to the income statement (101,105) - (101,105)
Charged to comprehensive income  - 15,915 15,915
 At 30 June 2011 43,832 15,915 59,747
16. Trade and other receivables
  2011 2010 
  £ £
Trade receivables   1,080,230 706,427
Other receivables   414,180 302,770
Prepayments and accrued income  8,365,816 2,783,994
  9,860,226 3,793,191
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011 Brooks Macdonald Group plc
38
17. Cash and cash equivalents 
  2011 2010 
  £ £
Cash at bank   16,799,558 14,374,719
Cash held in employee benefit trust  8,636 -
  16,808,194 14,374,719
Cash and cash equivalents are distributed across a range of financial institutions with high credit ratings in accordance with the group’s treasury 
policy. Cash at bank comprises current accounts and immediately accessible deposit accounts.
18. Current liabilities
  2011 2010 (restated) 
  £ £
Trade payables   1,789,792 1,878,841
Corporation tax liabilities  24,680 1,232,408
Other taxes and social security  1,291,300 945,081
Other payables   1,046,694 493,027
Accruals and deferred income  12,771,715 3,930,781
Provisions (note 20)  1,036,642 377,110
  17,960,823 8,857,248
Included in accruals and deferred income is an accrual of £5,040,947 (2010: nil) in respect of the phantom share option scheme granted in October 
2008. In respect of the Phantom Schemes granted in April 2011, October 2010, July 2010 and October 2009, the amounts accrued have been 
included in non-current liabilities .The schemes are cash settled plans and payments are made to participants in respect of awards in the form of cash 
made payable by the subsidiary undertakings . The phantom scheme is awarded at no cost to the participants. The amount that is ultimately payable 
to the participants of the scheme is equal to the increase in market value of the ordinary shares determined after a three year vesting period. The 
award will be vested after three years to the extent that the performance conditions are satisfied. These awards will be forfeited in total if the 
performance fails to meet the minimum criteria. The options granted were valued on the basis of the market prices at the time the options were 
granted and were calculated using the Black Scholes model, details of which are given in note 24. The total charge for all phantom schemes in the 
year was £4,222,001 (2010: £1,256,018).
 2011 2011 2010 2010 
 Number of  Weighted average Number Weighted average 
Phantom Schemes options base price £ of options base price £
At 1 July 2010 516,500 2.401 469,000 2.185
Granted in the year 167,103 8.129 55,000 4.255
Forfeited in the year (88,000) 7.631 (7,500) 2.461
At 30 June 2011 595,603 3.325 516,500 2.401
 
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011
39
Brooks Macdonald Group plc
19. Borrowings
The company’s subsidiary company, Braemar, repaid the following loans during the period:
   Amount 
   £
Convertible loan notes    310,723
Northern Rock plc   225,000
Royal Bank of Scotland plc   308,000
   843,723
The convertible loan notes were redeemable on the earlier of the date on which Braemar had sufficient working capital to enable payment and five 
years from the date of issue, subject to the approval of the holders of the loan notes. The loan notes accrued interest at a fixed rate of 2% above bank 
base rate on the date of issue, payable upon redemption or conversion of the loan notes. The loan notes were convertible into Braemar ordinary shares 
at 3p per share at any time or before the fifth anniversary of the issue provided the holders of the loan notes and their concert parties do not hold more 
than 29.99% of the entire issued share capital of Braemar. The option to convert to ordinary shares was at the discretion of the holders of the notes. The 
fifth anniversary of the loan notes and the final date for their repayment was in December 2010. The loan notes together with the accrued interest were 
repaid in full by the issue of 40,205 ordinary shares in Brooks Macdonald Group plc on the acquisition of Braemar. 
The loan from Northern Rock plc was secured by a fixed charge on an investment property for an amount of £225,000. The interest rate was fixed 
at 7.05% for the full five year period of the loan and the loan was repayable in full on the fifth anniversary of the loan in October 2012. The loan was 
repaid during the year.
The loan from Royal Bank of Scotland plc was secured by a fixed charge on investment property for an amount of £308,000. The loan was due for 
repayment in full on 13 January 2014 and the interest was set at 2.75% per annum above the Royal Bank of Scotland plc’s base rate. The loan was 
repaid in full during the year.
20. Provisions
  2011 2010 
Client compensation provision  £ £
At 1 July 2010  377,110 188,710
   
Charged to income statement  244,815 395,434
Unused amount credited to income statement   (230,360) -
Net charge to income statement   14,455 395,434
Paid during the year  (148,815) (207,034)
At 30 June 2011   242,750 377,110
   
Deferred contingent consideration (note 21)   
Transfer from non current liabilities   756,706 -
Interest charge   37,185 -
At 30 June 2011  793,891 -
   
Total provisions at 30 June 2011  1,036,641 377,110
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011 Brooks Macdonald Group plc
40
Notes to the Consolidated Financial Statements 
20. Provisions - continued
Provisions for client compensation payments relate to the potential liability resulting from client complaints against the group. The complaints are 
assessed on a case by case basis and provisions for compensation are made where judged necessary. Complaints are on average settled within eight 
months (2010: eight months) from the date of notification of the complaint.
Deferred contingent consideration relates to the funds acquired by Brooks Macdonald Asset Management Limited from Lawrence House Fund 
Managers Limited (now called Brooks Macdonald Asset Management (Tunbridge Wells) Limited). The final amount payable is dependent on the value 
of the funds acquired after 24 months from the date of acquisition, 4 September 2009, and is therefore classified as a current liability at 30 June 2011.
21. Other non-current liabilities
  2011 2010 (re-stated) 
  £ £
At 1 July 2010  1,444,996 188,978
Phantom share scheme   566,628 1,256,018
Transfer phantom share scheme to current liabilities   (1,385,574) -
At 30 June 2011  626,050 1,444,996
   
Other payables   1,563 7,811
Deferred consideration – transferred to provisions (note 20)  - 756,706
At 30 June 2011  1,563 764,517
   
Total other non-current liabilities at 30 June 2011  627,613 2,209,513
22. Notes to cash flows 
  2011 2010 (re-stated) 
   £   £ 
Operating profit before taxation  7,228,399 5,607,774
Depreciation-net of disposals   680,369 482,201
Amortisation of intangible assets  330,894 310,695
Profit on disposal of assets   (43,125) -
Increase in debtors  (5,193,965) (263,821)
Increase in creditors  8,408,940 2,360,955
Increase in provisions  623,020 188,400
(Decrease)/increase in non-current liabilities  (1,581,900) 1,494,696
Share based payments  311,083 251,164
Cash generated from operations   10,763,715 10,432,064 Annual Report & Accounts 2011
41
Brooks Macdonald Group plc
Notes to the Consolidated Financial Statements 
22. Notes to cash flows - continued
During the year the group obtained control of Braemar Group Limited, as detailed in note 8. The fair values of the assets acquired and liabilities 
assumed were as follows:
   £
Intangibles   4,460,887
Non current assets   751,063
Cash and cash equivalents    161,654
Other current assets   873,070
Current liabilities   (2,127,894)
Total purchase price paid    4,118,780
Less: issue of shares    (1,085,803)
Cash paid   3,032,977
Less: cash of subsidiary acquired    (161,654)
Cash paid to obtain control net of cash acquired   (2,871,323)
In the year ended 30 June 2010, the group obtained control of Lawrence House Fund Managers Limited, The fair values of the assets acquired and 
liabilities assumed were as follows:
   £
Intangibles   1,585,362
Cash   224,781
Other current assets   22,179
Current liabilities   (33,638)
Total purchase price paid    1,798,684
Less: deferred consideration   (725,719)
Cash paid   1,072,965
Less: cash of subsidiary acquired    (224,781)
Cash paid to obtain control net of cash acquired   (848,184)
23. Share capital
  Issued and allotted Issued and allotted 
  2011 2010 
  £  £
10,788,167 (2010: 10,245,171) ordinary shares of 1p each, fully paid  107,882 102,451
From 1 October 2009, the Companies Act 2006 abolished the requirement for a company to have an authorised share capital. Shareholders wishing 
to restrict the number of shares that can be issued by a company need to address this issue in the company’s articles. Annual Report & Accounts 2011 Brooks Macdonald Group plc
42
Notes to the Consolidated Financial Statements 
23. Share capital - continued
The movements in the share capital were as follows:
 
 Number of shares  Exercise price  Share capital Share premium  Total 
 £ p £ £ £
At 1 July 2009 10,016,241  100,162 1,621,303 1,721,465
Shares issued on exercise of options  187,400 140-215 1,874 304,614 306,488
to Save as you Earn scheme  41,530 176-220 415 86,510 86,925
At 30 June 2010 10,245,171  102,451 2,012,427 2,114,878
  
on acquisition of subsidiary - (note 8)  139,851 776.4 1,399 1,084,405 1,085,804
Issue of shares to repay subsidiary’s loan notes - (note 19) 40,205 776.4 403 311,749 312,152
on exercise of options 188,950 140-290.5 1,890 340,587 342,477
to Save as you Earn scheme  173,990 196-240 1,739  376,466 378,205
At 30 June 2011 10,788,167  107,882 4,125,634 4,233,516
Employee Benefit Trust
Brooks Macdonald Group plc established an EBT on 3 December 2010. The Trust was established to acquire ordinary shares in the company in 
connection with the Long Term Incentive Scheme (LITS), as detailed below, and for other long term awards to employees. The EBT acquired 86,904 
1p ordinary shares in Brooks Macdonald for a consideration of £980,364. At the balance sheet date the market value of the shares was £1,129,752. 
The shares are held as Treasury shares and the cost of these shares has been deducted from retained earnings within shareholders’ equity.
24. Equity settled share based payments
Enterprise Management Incentive Scheme 
Under the approved share option 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 a three year’s 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.
Employee Sharesave Scheme 
Under the scheme, employees can contribute up to £250 a month to acquire shares at the end of the three years savings period. At the end of the 
savings period, employees can elect to acquire shares or receive their savings, including interest, in cash.
Long Term Incentive Scheme (LTIS) and Employee Benefit Trust
The company has made annual rewards based on certain criteria made under the LTIS to executive directors and senior executives. The conditional 
awards, which vest three years after grant, are subject to the satisfaction of specified performance criteria, measured over three year performance 
period. All conditional awards are at the discretion of the remuneration committee.  Annual Report & Accounts 2011
43
Brooks Macdonald Group plc
Notes to the Consolidated Financial Statements 
24. Equity settled share based payments - continued
Brooks Macdonald Group plc established an EBT on 3 December 2010. The Trust was established to acquire ordinary shares in the company in 
connection with the LTIS, as detailed above, and for other long term awards to employees. The following table shows the number of shares held in 
trust that have not yet vested unconditionally and the associated reduction in shareholders’ funds.
 2011 2011 2010 2010 
 Number  Weighted average Number Weighted average 
Enterprise Management Incentive Scheme of options  exercise price £ of options exercise price £
At 1 July 2010 428,600 2.165 624,500 2.01
Granted in the year 27,010 7.75 -  -
Forfeited in the year (8,103) 7.75  (8,500) 2.20
Exercised in the year (188,950) 2.00  (187,400) 1.635
At 30 June 2011 258,557  2.69 428,600 2.170
 2011 2011  2010 2010 
 Number  Weighted average Number Weighted average 
Employee Sharesave Scheme of options  exercise price £ of options exercise price £
At 1 July 2010 318,317 2.85 300,478 2.09
Granted in the year 67,121 9.16 66,470 5.78
Forfeited in the year (15,277) 2.99 (7,101) 3.13
Exercised in the year (173,990) 1.97 (41,530) 2.09
At 30 June 2011 196,171 5.78 318,317 2.84
Long Term Incentive Scheme    Number of options
At 1 July 2010    -
Granted in the year    37,959
Forfeited in the year    -
Exercised in the year    -
At 30 June 2011    37,959
 
The options granted under the Employee Sharesave Scheme, the EMI Scheme and the Phantom Scheme (note 18) were valued on the basis of 
market prices at the time the options were granted and were calculated using the Black Scholes model with a volatility ranging between 15% and 
49%, on an historic price, covering the period to the end of the contractual life. The expected volatility was estimated on the basis of the share price 
history subsequent to flotation. The risk free interest rate was assessed as the yield on gilt edged security with a maturity term of 10 years.
The options were valued at prices from £1.40 to £9.16 per share. The charge for the period was £311,083 (2010: £251,164). The weighted average 
remaining contractual life of the equity settled scheme for share options at the end of the year was 3.87 years (2010: 3.92 years). The weighted 
average share price at the date of exercise for options exercised during the period was £11.613. The total charge for the equity based schemes and 
phantom schemes was £4,533,084 (2010: £1,507,182). Annual Report & Accounts 2011 Brooks Macdonald Group plc
44
24. Equity settled share based payments - continued
Share options granted during the year, were as follows:
  Exercise price  Fair value of option 
  in pence in pence 
Enterprise management incentive scheme
Granted in the year  775 310
Employee sharesave scheme  
Granted in the year  916 680
Long Term Incentive scheme  
Granted in the year  - 955
Phantom schemes   
Phantom scheme dated 14 July 2010  
Granted in the year  775 698
Phantom scheme dated 27 October 2010  
Granted in the year  966.5 600
Phantom scheme dated 27 April 2011  
Granted in the year  1177.5 550
In respect of those equity options granted during the year, the Black Scholes model was used to calculate the fair value of the options. The 
assumptions used were the market price of the share price at the grant date, a volatility of 50%, no dividend yield, an expected option life of three 
years and an annual risk-free interest rate of 2%.
The phantom scheme options use the same assumptions in calculating the fair value but are re-calculated on a quarterly basis.
An analysis of the number of share options outstanding is as follows:
Year of grant Exercise price (p) Exercise period 2011 2010
Enterprise management Incentive scheme
2005 140  2008-2015 6,000 56,100
2005 155.5 2008-2015 72,000 125,000
2006 215 2009-2016 53,250 84,500
2007 290.5 2010-2017 108,400 163,000
2010 775 2013-2020 18,907 -
At 30 June 2011   258,557 428,600
Employee sharesave scheme    
2007 220 2010 - 4,295
2008 196 2011 - 175,782
2009 240 2012 67,698 73,340
2010 578 2013 61,352 64,900
2011 916 2014 67,121 -
At 30 June 2011   196,171 318,317
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011
45
Brooks Macdonald Group plc
24. Equity settled share based payments - continued
 2011 2011 2010 2010 
 Exercise price (p) Exercise period Number of options Number of options
Long Term Incentive Scheme
At 1 July 2010 - - - -
Granted in the year - December 2013 37,959 -
At 30 June 2011 -  37,959 -
25. Earnings per share
Earnings used to calculate earnings per share presented in the financial statements were:
  2011 2010 
   £  £
Profit attributable to shareholders  5,442,845  3,858,621
   
Basic earnings per share have been calculated by dividing earnings by the weighted average number of shares in issue throughout the year ended  
30 June 2011 (year to 30 June 2010).
Diluted earnings per share is the basic earnings per share, adjusted for the effect of contingently issuable shares under the sharesave scheme, 
enterprise management incentive scheme and employee benefit trust (collectively “share options) weighted for the relevant periods. 
  2011 2010 
   Number  Number
Weighted average number of shares - basic  10,482,942 10,123,097
Effect of share options   292,899 500,051
Diluted ordinary shares   10,775,841 10,623,148
   
Basic earnings per share  51.92p 38.10p
Diluted earnings per share  50.51p 36.31p
26. Lease commitments
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
  2011 2010 
  £ £
Within one year   776,039 658,754
In the second year to fifth year inclusive   2,281,713 2,491,057
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011 Brooks Macdonald Group plc
46
27. Client money and funds under management 
   2011 2010 
  £’000 £’000
Clients‘ bank accounts   303,000 331,000
Clients’ funds under management  2,969,000 2,186,000
The group holds client money and assets on behalf of clients in accordance with the client money rules of the Financial Services Authority and other 
regulatory bodies. Such money and the corresponding liabilities to clients are not shown on the face of the balance sheet as the group is not 
beneficially entitled thereto.
28. Financial risk management 
The group has identified the risks arising from its activities and has established policies and procedures as part of a formal structure for managing 
risk, including established 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 presents the cash flows payable by the group under non-derivative financial liabilities together with cash and balances at bank on demand. 
   After 3 months After 1 year 
  Not more than but not more  but less than 
 On demand 3 months than 1 year 5 years Total 
30 June 2011 £ £ £ £ £
Cash flows arising from financial assets   
Available for sale financial assets - - - 1,561,210 1,561,210
Cash and balances at bank (note 17) 16,799,558 - - - 16,799,558
Trade receivables - 1,080,230 - - 1,080,230
Other receivables - - 120,982 - 120,982
 16,799,558 1,080,230 120,982 1,561,210 19,561,980
Cash flows arising from financial liabilities     
Trade payables - 1,789,792 - - 1,789,792
Other financial liabilities - 14,612,303 242,750 626,050 15,481,103
 - 16,402,095 242,750 626,050 17,270,895
Net liquidity gap 16,799,558 (15,321,865) (121,768) 935,160 2,291,085
 
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011
47
Brooks Macdonald Group plc
28. Financial risk management - continued
   After 3 months After 1 year 
  Not more than but not more  but less than 
 On demand 3 months than 1 year 5 years Total 
30 June 2010 £ £ £ £ £
Cash flows arising from financial assets     
Cash and balances at bank 14,374,719 - - - 14,374,719
Trade receivables - 706,427 - - 706,427
Other receivables - - 302,770 - 302,770
 14,374,719 706,427 302,770 - 15,383,916
   
Cash flows arising from financial liabilities     
Trade payables - 1,878,841 - - 1,878,841
Other financial liabilities - 4,423,808 377,110 2,209,513 7,010,431
 - 6,302,649 377,110 2,209,513 8,889,272
Net liquidity gap 14,374,719 (5,596,222) (74,340) (2,209,513) 6,494,644
(b)  Market risk
Interest rate risk 
The group’s cash and short term deposits mature in the short term, no longer than three months. As a result the group is subject to limited exposure 
to fair value interest rate risk due to fluctuations at prevailing levels of market interest rates. Excess cash and cash equivalents of the group are 
invested in short-term cash deposits with the term of maturity no longer than three months.
A 1% fall in the average monthly interest rate obtained by the group’s cash and cash equivalents would reduce interest receivable and profit before 
taxation by £168,000 (2010: £143,000). An increase of 1% would have an equal but opposite effect.
Foreign exchange risk
The group does not have any material exposure to transactional foreign currency risk and therefore no foreign exchange risk analysis is provided.
Price risk
Price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than 
those arising from interest rate risk or currency risk). The group is exposed to a price risk through its holdings of equity securities which are reported 
at fair value (note 13). Given the short term nature of the holding of this asset the group does not consider the price risk to be material. 
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011 Brooks Macdonald Group plc
48
28. Financial risk management - continued
Credit risk
The group may invest some of its surplus funds in highly liquid market instruments. Such investments have a maturity no greater than three months. 
The difference between the book and the fair value of these instruments is not significant. To reduce the risk of a counterparty default the group 
deposits the rest of its funds in approved high quality banks. At the balance sheet date there were no significant concentrations of credit risk.
Credit risk relating to on balance sheet exposures:
  2011 2010 
   £   £ 
Cash and balances at bank  16,799,558 14,374,719
Trade receivables are analysed below:
  2011 2010  
   £   £ 
Carrying amount  1,080,230 706,427
Neither past due nor impaired  1,080,230 706,427
   
No external credit ratings are acquired with regard to the trade receivable as collateral is held by the group in excess of the total value of the receivables.
Ageing analysis of trade receivables   
  2011 2010  
   £   £ 
Up to 3 months   1,080,230 706,427
29. Capital management 
Capital is defined as the total of share capital, share premium, retained earnings and other reserves. Total capital at 30 June 2011 was £19,051,127 
(2010: £12,410,068). 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 FSA, 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 2011 ICAAP was approved in March 2011. There have been no capital requirement breaches during the course of the year.
30. Guarantees and contingent liabilities 
During the year the company entered into a guarantee to the Royal Bank of Scotland plc to guarantee settlement for trading with CREST stock on 
behalf of clients. The company holds client assets to fund such trading activity.
In addition to the Financial Services Compensation scheme levy charged in the year (note 4), further levy charges may be incurred although the 
ultimate cost remains unknown.
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011
49
Brooks Macdonald Group plc
31. Related party transactions 
Certain directors have taken advantage of the facility to have interest free season ticket loans which are available to all employees. The directors who 
have such loans are as follows:
  2011 2010 2011 2010 
 £ £ £ £ 
Director Loan balance  Loan balance  Maximum amount Maximum amount
J M Gumpel 4,130 3,863 4,956 4,636
N I Holmes 159 147 1,904 1,760
S J Jackson 4,180 4,286 8,361 8,572
N H Lawes Nil Nil 4,084 4,020
A W Shepherd Nil 3,750 Nil 5,000
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation. The captions in the 
primary statements of the company include the amounts attributable to subsidiaries. These amounts have been disclosed in aggregate in the 
relevant 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 
 2011 2010 2011 2010 
 £ £ £ £
Braemar Group Limited-subordinated loan interest free 1,400,002 - - -
Brooks Macdonald Financial Consulting Limited  - - 1,850,428 1,736,660
Brooks Macdonald Asset Management Limited - - 14,214,629 9,084,160
Brooks Macdonald Nominees Limited - - 1,191,649 781,706
The loan to Braemar Group Limited is interest free. All other loans are interest free and repayable on demand.
The group manages a number of collective investment funds and they may be considered to be related parties. The available for sale asset (note 13) 
is an investment of 1,440,230.43 shares in Braemar PCC Limited Student accommodation cell. This transaction was at market value.
32.  Events since the end of the year 
In August 2011, the company ‘s subsidiary company Brooks Macdonald Asset Management Limited signed an agreement to purchase the investment 
management activities of a national law firm, Clarke Willmott LLP , based in Taunton, Somerset for an initial consideration of £1.56 million, in cash. The 
transaction is expected to be completed on 31 October 2011 subject to the completion of legal formalities and client communications. 
An additional amount of cash will be payable on completion in two tranches, 12 months and 24 months after completion. The total consideration 
(including the initial payment of £1.56 million) will be based on a maximum of 3.25% in total of the relevant discretionary funds under 
management, split across the respective payment dates. The total consideration will be subject to a maximum of £6 million.
 
Notes to the Consolidated Financial Statements  Annual Report & Accounts 2011 Brooks Macdonald Group plc
50
Independent Auditor’s Report 
to the members of Brooks Macdonald Group plc
We have audited the parent company financial statements of Brooks 
Macdonald Group plc for the year ended 30 June 2011 which comprise 
the Balance Sheet and the related notes. 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).
Respective responsibilities of directors and auditors
As explained more fully in the Directors’ Responsibilities Statement set 
out on page 9 the directors are responsible for the preparation of the 
parent company 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 parent company financial statements in accordance with 
applicable law and International Standards on Auditing (UK and 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.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures 
in the financial statements sufficient to give reasonable assurance that 
the financial statements are free from material misstatement, whether 
caused by fraud or error. This includes an assessment of: whether the 
accounting policies are appropriate to the parent company’s 
circumstances and have been consistently applied and adequately 
disclosed; the reasonableness of significant accounting estimates made 
by the directors; and the overall presentation of the financial statements. 
In addition, we read all the financial and non-financial information in the 
annual report and financial statements to identify material 
inconsistencies with the audited financial statements. If we become 
aware of any apparent material misstatements or inconsistencies we 
consider the implications for our report.
Opinion on financial statements 
In our opinion the parent company financial statements: 
•	 	 give	a	true	and	fair	view	of	the	state	of	the	company’ s	affairs	as	 
at 30 June 2011;
•	 	 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the 
financial year for which the parent company financial statements are 
prepared is consistent with the parent company financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where  
the Companies Act 2006 requires us to report to you if, in our opinion: 
•	 	 adequate	accounting	records	have	not	been	kept	by	the	parent	
company, or returns adequate for our audit have not been received 
from branches not visited by us; or 
•	 	 the	parent	company	financial	statements	are	not	in	agreement	with	
the accounting records and returns; or 
•	 	 certain	disclosures	of	directors’	remuneration	specified	by	law	are	
not made; or 
•	 	 we	have	not	received	all	the	information	and	explanations	we	
require for our audit.
Other matter 
We have reported separately on the group financial statements of Brooks 
Macdonald Group plc for the year ended 30 June 2011.
Marcus Hine (Senior Statutory Auditor) for and on behalf of 
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
13 September 2011
  Annual Report & Accounts 2011
51
Brooks Macdonald Group plc
Company Balance Sheet 
as at 30 June 2011
 Note 2011 2010 
  £  £
Fixed assets
Shares in group undertakings  36 9,566,935 5,137,071
Other investments 36 1,561,210 194,177
Total fixed assets  11,128,145 5,331,248
   
Current assets 37 15,883,609 14,330,801
    
Creditors: amounts falling due within one year 38 (21,418,839) (16,111,014)
 
Net current liabilities  (5,535,230) (1,780,213)
Total assets and liabilities   5,592,915 3,551,035
    
Financed by:   
Capital and reserves
Called up share capital 39 107,882 102,451
Share premium account 40 4,125,634 2,012,427
Share option reserve 40 1,210,029 898,946
Other reserves 40 61,210 -
Profit and loss account 40 88,160 537,211
Shareholders’ funds 41 5,592,915 3,551,035
Approved by the Board of directors on 13 September 2011 and signed on its behalf 
C A J Macdonald  S J Jackson 
Chief Executive  Finance Director 
The notes on pages 52 to 56 form part of these accounts Annual Report & Accounts 2011 Brooks Macdonald Group plc
52
Notes to the Company accounts
33. Principal accounting policies
(a) Basis of accounting
  These financial statements are prepared on the going concern basis, under the historical cost convention as modified by the revaluation of listed 
investments and in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom. The principal 
accounting policies of the company which have been applied consistently throughout the year are set out below:
(b) Investments in subsidiary companies 
 Investments in subsidiaries are carried at cost less provisions for impairment.
 (c) Share based payments
  The company has applied the requirements of FRS 20 Share-based payments and has adopted the requirements of UITF 44. Equity settled share 
based payments are measured at fair value at the date of the equity settled share based instrument is expensed on a straight line basis over the 
period for which related services are provided based on the number of shares that will eventually vest.
(d) Operating lease payments
  Rents due under operating leases are charged to 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 the current property lease. In accordance with UITF 28 Operating Leases Incentives, the 
benefit is being allocated over the shorter of the lease term and the date of the market 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 retirement 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 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 and 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) Treasury shares 
  Own equity instruments that are reacquired (treasury shares) are deducted from equity. No gain or loss is recognised in profit or loss on the 
purchase, issue or cancellation of the company’s own equity instruments. 
(h) Other investments 
 Other investments are listed investments. They are stated at market value.
34. 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 the financial year ended 30 June 2011 of £1,691,998 (2010: profit £1,350,405). 
Auditors’ remuneration for audit and other services to the company are set out in note 4.The average monthly number of employees during the year 
was ten (2010: nine). Directors’ emoluments are set out in note 5 of the group accounts.  Annual Report & Accounts 2011
53
Brooks Macdonald Group plc
Notes to the Company accounts
35. Dividends
Details of the company’s dividends paid and proposed for approval at the Annual General Meeting are set out in note 9 of the group accounts. 
36. Investments
  2011 2010 
  £ £
Group undertakings
Cost at 1 July 2010  5,137,071 4,885,907
Additions  4,429,864 251,164
Cost at 30 June 2011  9,566,935 5,137,071
   
Listed investments    
Cost at 1 July 2010  194,177 -
Additions  1,500,000 194,177
Transfer to group undertakings  (194,177) -
Revaluation   61,210 -
Cost at 30 June 2011  1,561,210 194,177
Investments in group undertakings are recorded at cost, which is the fair value of the consideration paid.
The additions to group undertakings represent the cost of share options in accordance with FRS20.
The brought forward listed investment represents the purchase of 8,544,638 shares in Braemar Group plc, an AIM listed company during the year, 
the group acquired 100% of the issued share capital of Braemar Group plc, as detailed in note 8 to the financial statements, have been consolidated. 
The brought forward investment in Braemar Group plc has  therefore been transferred to the group undertakings at the date of acquisition to the 
date of transfer.
Details of the subsidiary undertakings of the company as at 30 June 2011 all of which were wholly owned and included in the consolidated financial 
statements are given below:
  Country of Nature of 
Company Type of share incorporation business
Brooks Macdonald Tax Services Limited  Ordinary £1 UK  Dormant 
Brooks Macdonald Financial Consulting Limited Ordinary 5p UK Financial consulting
Brooks Macdonald Asset Management Limited Ordinary £1 UK Investment management
Brooks Macdonald Nominees Limited  Ordinary £1 UK Nominee Services
Brooks Macdonald Asset Management (Tunbridge Wells) Limited  Ordinary £1 UK Investment management
Braemar Group Limited (formerly Braemar Group plc) Ordinary 1p UK Investment management
   
  Annual Report & Accounts 2011 Brooks Macdonald Group plc
54
Notes to the Company accounts
37. Current assets
  2011 2010 
  £ £
Amounts owed by subsidiary undertakings   3,549,574 2,263,340
Other debtors   21,541 7,164
Cash at bank and in hand  12,312,494 12,060,297
  15,883,609 14,330,801
Other than the subordinated loan receivable from Braemar Group Limited (note 31), amounts owed to the subsidiary entities are unsecured,interest 
free, have no fixed date of repayment and are repayable on demand. 
38. Creditors: amounts falling due within one year
  2011 2010 
  £ £
Trade creditors   93,507 488,724
Amounts owed to subsidiary undertakings   19,406,279 13,865,866
Other creditors  5,199 5,199
Accruals and deferred income   1,913,854 1,751,225
  21,418,839 16,111,014
Amounts due to subsidiary entities are unsecured, interest free, and are repayable on demand.
39. Share capital
  No of 1p  
  ordinary shares  £
At 1 July 2009  10,016,241 100,162
Shares issued  228,930 2,289
At 30 June 2010  10,245,171 102,451
   
At 1 July 2010  10,245,171 102,451
Shares issued  542,996 5,431
At 30 June 2011  10,788,167 107,882
   
  No of 1p  
  ordinary shares  
Shares issued at 30 June 2010  10,245,171 
Treasury shares   - 
Shares issued at 30 June 2010 excluding treasury shares   10,245,171 
   
Shares issued at 30 June 2011  10,788,167
Treasury shares   (86,904) 
Shares issued at 30 June 2011 excluding treasury shares   10,701,263  Annual Report & Accounts 2011
55
Brooks Macdonald Group plc
Notes to the Company accounts
39. Share capital - continued
Long Term Incentive Scheme
Brooks Macdonald Group plc established an EBT on 3 December 2010. The Trust was established to acquire ordinary shares in the company in 
connection with the Long Term Incentive Scheme (LITS), as detailed below, and for other long term awards to employees. The EBT acquired 86,904 
1p ordinary shares in Brooks Macdonald for a consideration of £980,364. At the balance sheet date the market value of the shares was £1,129,752. 
The shares are held as Treasury shares, the cost of these shares has been deducted from retained earnings within shareholders equity.
The company has made annual rewards based on certain criteria made under the LTIS to executive directors and senior executives. The conditional 
awards, which vest three years after grant, are subject to the satisfaction of specified performance criteria, measured over three year performance 
period. All conditional awards are at the discretion of the remuneration committee. 
40. Reserves
  2011 2010 
  £ £
Profit and loss account   
At 1 July 2010  537,211 43,826
Retained profit for the financial year  1,691,998 1,350,405
Dividends paid  (1,160,685) (857,020)
At 30 June 2011  1,068,524 537,211
   
  Share premium Share option reserve 
  £ £
At 1 July 2010  2,012,427 898,946
Shares issued  2,113,207 -
Share based payments  - 311,083
At 30 June 2011  4,125,634 1,210,029
   
  Other reserves 
  £ 
Available for sale revaluation reserve   
At 1 July 2010  -
Revaluation to investment  61,210
At 30 June 2011  61,210 Annual Report & Accounts 2011 Brooks Macdonald Group plc
56
Notes to the Company accounts
41. Reconciliation of movements in shareholders’ funds
  2011 2010 
   £  £
Opening shareholders’ funds   3,551,035 2,413,073
Profit for the financial year  1,691,998 1,350,405
Dividends paid  (1,160,685) (857,020)
Share based payments  311,083 251,164
Share capital issued  2,118,638 393,413
Treasury and own shares  (980,364) -
Revaluation of investment  61,210 -
Net addition to shareholders funds  2,041,880 1,137,962
Closing shareholders’ funds  5,592,915 3,551,035
42.  Lease commitments 
The company has non-cancellable operating leases in respect of land and buildings with an annual charge which expire:
  2011 2010 
  £ £
Within one year   698,579 -
In the second year to fifth year inclusive   2,198,256 661,754
43.  Related party transactions
The company has taken advantage of the exemption given by FRS 8 not to disclose transactions and balances with its wholly owned subsidiaries. 
Details of directors’ related party transactions are detailed in note 31 to the consolidated financial statements.
  Annual Report & Accounts 2011
57
Brooks Macdonald Group plc
Explanation of AGM Business
Enclosed with this document is a notice convening the annual general 
meeting of the company for 19 October 2011. This explanatory note 
gives further information on resolutions numbered 2 to 10 set out in the 
notice of AGM.
Resolution 2 – To declare a final dividend
The directors recommend a final dividend of 10 pence per ordinary 
share. Subject to approval by shareholders, the final dividend will  
be paid on 24 October 2011 to shareholders on the register on  
23 September 2011.
Resolutions 3 to 6 – To re-elect certain of the directors
Diane Seymour-Williams has been appointed as an additional director 
since the annual general meeting in 2010 and, accordingly, the 
company’s articles of association requires her to retire from office at this 
annual general meeting and to offer herself for re-election.
In addition, the company’s articles of association state that one third of 
the other 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, Jonathan Gumpel, 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 Chairman 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 (52) is responsible for the group’s management accounts. 
In addition to the finance function, Simon has Board responsibility for 
the back office functions of the group with the managers of IT, training 
and personal development and human resources reporting to him. He is 
a Chartered Accountant and joined the Group in 2000 having worked 
for a number of both public and private companies at director level.
Jonathan Gumpel (44) was a founder director of the company in 1991, 
having worked in the industry since 1986. During his career, he has won 
a number of investment management awards and sits on both the Asset 
Management and Group boards. Jonathan is one of the investment 
directors responsible for overseeing investment management strategy 
and asset allocation for Brooks Macdonald Asset Management Ltd
Richard Spencer (48) is the Chief Investment Officer (CIO) of Brooks 
Macdonald Asset Management where he is responsible for overseeing 
the investment management strategy and asset allocation. Richard is 
also a member of the Group Board as well as a fund manager 
specialising in private client and pension portfolios. Richard joined the 
company in 1991 as a founder director, having worked in the industry 
since 1985
Diane Seymour-Williams (52) has recently been appointed as a 
non-executive director. Diane has had a distinguished career in 
investment management: she spent over twenty years at Morgan 
Grenfell/Deutsche Asset Management and is now an executive director 
of Lloyd George Management and a non-executive director of Calculus 
Capital Limited and of Witan Pacific Investment Trust 
Resolution 7 – 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 8 – Authority to allot shares
The Companies Act 2006 prevents directors from allotting unissued 
shares without the authority of shareholders in general meeting. In 
certain circumstances this could be unduly restrictive. The directors’ 
existing authority to allot shares, which was granted at the annual 
general meeting held in 2010, will expire at the end of this year’s annual 
general meeting.
Resolution 8 in the notice of annual general meeting will be proposed, as 
an ordinary resolution, to authorise the directors to allot ordinary shares of 
1 pence each in the capital of the company up to a maximum nominal 
amount of £35,960 (i.e. up to 3,596,000 ordinary shares) representing 
approximately 33% of the ordinary shares in issue on 21 September 
2011. The company does not currently hold any shares in treasury.
The authority conferred by this resolution will expire on the date which 
is fifteen months after the passing of this resolution or, if sooner, at the 
end of next year’s annual general meeting.
The directors have no present plans to allot unissued shares other than 
on the exercise of share options under the company’s employee share 
option schemes. However, the directors believe it to be in the best 
interests of the company that they should continue to have this 
authority so that such allotments can take place to finance appropriate 
business opportunities that may arise. Annual Report & Accounts 2011 Brooks Macdonald Group plc
58
Resolution 9 – To disapply pre-emption rights
Unless they are given an appropriate authority by shareholders, if the 
directors wish to allot any of the unissued shares for cash or grant rights 
over shares or sell treasury shares for cash (other than pursuant to an 
employee share scheme) they must first offer them to existing 
shareholders in proportion to their existing holdings. This is known as 
pre-emption rights.
The existing disapplication of these statutory pre-emption rights, which 
was granted at the annual general meeting held in 2010, will expire at 
the end of this year’s annual general meeting. Accordingly, resolution 9 
in the notice of annual general meeting will be proposed, as a special 
resolution, to give the directors power to allot shares without the 
application 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 
£5,390 (i.e. up to 539,000 ordinary shares) (representing approximately 
5% of the ordinary shares in issue on 21 September 2011).
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 
Treasury Share Regulations allow shares purchased by the company out 
of distributable profits to be held as treasury shares, which may then be 
cancelled, sold for cash or used to meet the company’s obligations 
under its employee share based incentive schemes. Any subsequent 
transfers of treasury shares by the company to satisfy the requirements 
of employee share-based incentive schemes will be counted towards the 
anti-dilution limits for such share issues to the extent required by the 
Association of British Insurers guidelines.
The power conferred by this resolution will expire on the date which 
falls fifteen months after the passing of this resolution or, if sooner, at 
the end of next year’s annual general meeting.
Resolution 10 – Company’s authority to purchase its own shares
Resolution 10 in the notice of annual general meeting, which will be 
proposed as a special resolution, will authorise the company to make 
market purchases of up to 1,000,000 ordinary shares. The existing 
authority to make market purchases of ordinary shares, which was 
granted at the annual general meeting held in 2010, 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  
21 September 2011. The minimum price that may be paid is the 
nominal value of an ordinary share (i.e. 1 pence), and the maximum 
price shall not exceed 5% above the average of the middle market 
quotations for an ordinary share for the five business days before each 
purchase is made (exclusive of expenses).
The authority conferred by this resolution will expire on the date which 
falls fifteen months after the passing of this resolution or, if sooner, at 
the end of next year’s annual general meeting.
The directors are committed to managing the company’s capital 
effectively. Although the directors have no plans to make such 
purchases, buying back the company’s ordinary shares is one of the 
options they keep under review. Purchases would only be made after 
considering the effect on earnings per share, and the benefits for 
shareholders generally.
The company may hold in treasury any of its own shares that it purchases 
pursuant to the Treasury Share Regulations 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.
Explanation of AGM Business Annual Report & Accounts 2011
59
Brooks Macdonald Group plc
Notice of Annual General Meeting 
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 Wednesday 19 October 2011 at 9.30 a.m. 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 2011.
2  To declare a final dividend of 10 pence per Ordinary Share for the 
year ended 30 June 2011.
3 To re-elect Simon Jackson as a director.
4 To re-elect Jonathan Gumpel as a director.
5 To re-elect Richard Spencer as a director.
6 To re-elect Diane Seymour-Williams as a director.
7  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:
8  That the directors be generally and unconditionally authorised 
pursuant to section 551 of the Companies Act 2006 (“the Act”) to 
exercise all the powers of the Company to allot shares in the 
Company and to grant rights to subscribe for, or to convert any 
security into, shares in the Company (“Relevant Securities”), up to a 
maximum aggregate nominal amount of £35,960, for a period 
expiring (unless previously revoked, varied or renewed) on the date 
which is fifteen months after the passing of this resolution or, if 
sooner, the end of the next annual general meeting of the 
Company. However, in each case the Company may, before such 
expiry, make an offer or agreement which would or might require 
Relevant Securities to be allotted after this authority expires and the 
directors may allot Relevant Securities in pursuance of such offer or 
agreement as if this authority had not expired.
 
 All previous unutilised authorities given to the directors pursuant to 
section 551 of the Act shall cease to have effect at the conclusion of the 
annual general meeting, save to the extent that those authorities are 
exercisable pursuant to section 551(7) of the Act by reason of any offer 
or agreement made prior to the date of this resolution which would or 
might require shares to be allotted or rights to be granted on or after 
that date.
Disapplication of pre-emption rights
To resolve as a special resolution:
9  That, subject to the passing of resolution 8 above, the directors be 
generally empowered pursuant to sections 570 and 573 of the Act 
to allot equity securities (within the meaning of section 560 of the 
Act) for cash, pursuant to the authority conferred by resolution 8, 
as if section 561 of the Act did not apply to such allotment, 
provided that this power shall expire on the date which is fifteen 
months after the passing of this resolution or, if sooner, the end of 
the next annual general meeting of the Company. This power shall 
be limited to the allotment of equity securities:
 9.1  in connection with an offer of equity securities (including, without 
limitation, under a rights issue, open offer or similar arrangement) 
in favour of holders of Ordinary Shares in the capital of the 
Company in proportion (as nearly as may be practicable) to their 
existing holdings of Ordinary Shares but subject to such exclusions 
or other arrangements as the directors deem necessary or 
expedient in relation to fractional entitlements or any legal, 
regulatory or practical problems under the laws of any territory, or 
the requirements of any regulatory body or stock exchange; and 
9.2  otherwise than pursuant to paragraph 9.1 up to an aggregate 
nominal amount of £5,390;
  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.
  Annual Report & Accounts 2011 Brooks Macdonald Group plc
60
 This power applies in relation to a sale of shares which is an allotment of 
equity securities by virtue of section 560(2)(b) of the Act as if in the first 
paragraph of this resolution the words “pursuant to the authority 
conferred by resolution 8” were omitted.
  All previous unutilised powers given to the directors pursuant to 
sections 570 and 573 of the Act shall cease to have effect at the 
conclusion of this annual general meeting.
Company’s authority to purchase its own shares
To resolve as a special resolution:
10  That the Company be generally authorised pursuant to section 701 
of the Act to make market purchases (within the meaning of section 
693(4) of the Act) of its Ordinary Shares of £0.01 each on such 
terms and in such manner as the directors shall determine, 
provided that:
10.1  the maximum number of Ordinary Shares hereby authorised to be 
purchased is 1,000,000;
10.2  the maximum price which may be paid for each Ordinary Share 
shall be 5% above the average of the middle market quotations 
for an Ordinary Share (as derived from The Stock Exchange Daily 
Official List) for the five business days immediately before the day 
on which the purchase is made (in each case exclusive of 
expenses);
10.3  the minimum price which may be paid for each Ordinary Share 
shall be £0.01; and
10.4  this authority (unless previously revoked, varied or renewed) shall 
expire on the date which is fifteen months after the passing of this 
resolution or, if sooner, the end of the next annual general meeting 
of the Company, except in relation to the purchase of Ordinary 
Shares the contract for which was concluded before such date and 
which will or may be executed wholly or partly after such date.
By order of the Board
Simon Jackson 
Secretary
Dated: 22 September 2011
Registered Office: 
111 Park Street, London W1K 7JL
  Annual Report & Accounts 2011
61
Brooks Macdonald Group plc
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 Registrars Limited, The Registry,  
34 Beckenham Road, 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 Registrars Limited, 
PXS, The Registry, 34 Beckenham Road, Kent BR3 4TU no later than  
9.30 a.m. on Monday 17 October 2011. 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  In accordance with Regulation 41 of the Uncertificated Securities 
Act 2001, 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 p.m. on 
Monday 17 October 2011 (or, in the event of any adjournment,  
48 hours before the time of the adjourned meeting). Changes to 
the register of members after the relevant deadline will be 
disregarded in determining the right of any person to attend and 
vote at the meeting.
Corporate representatives
6  Any corporation which is a member can appoint one or more 
corporate representatives who may exercise on its behalf all of its 
powers as a member provided that they do not do so in relation to 
the same shares.
Other rights of members
7  Any member attending the meeting has the right to ask questions. 
The Company must cause to be answered any such question 
relating to the business being dealt with at the meeting but no 
such answer need be given if (a) to do so would interfere unduly 
with the preparation for the meeting or involve the disclosure of 
confidential information, (b) the answer has already been given on 
a website in the form of an answer to a question, or (c) it is 
undesirable in the interests of the company or the good order of 
the meeting that the question be answered.
Documents available for inspection
8  There will be available for inspection at the registered office of the 
Company during normal business hours on any weekday 
(excluding Saturdays and public holidays) and at the place of the 
meeting for at least 15 minutes prior to and during the annual 
general meeting copies of:
	 •	 the	ser vice	contract	of	each	executive	director;	and
	 •	 the	letter	of	appointment	of	each	non-executive	director .
  Annual Report & Accounts 2011 Brooks Macdonald Group plc
62 Brooks Macdonald Group plc
FORM OF PROXY
ANNUAL GENERAL MEETING 19 OCTOBER 2011 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  
19 October 2011 at 9.30 a.m. 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 3).
 
The above proxy is appointed to exercise the rights attached to [all] OR 
Number of shares
 
(see notes 1 and 2) of the Ordinary Shares 
held by me.
I/we direct my/our proxy to vote on the resolutions set out in the notice of annual general meeting as I/we have indicated by placing a mark in the 
appropriate box below (see notes 7 and 8).
Ordinary Business FOR AGAINST VOTE WITHHELD
Resolution 1: To receive and consider the Annual Report and Accounts for the year ended 30 June 2011
Resolution 2: To declare a final dividend of 10 pence per Ordinary Share 
Resolution 3: To re-elect Simon Jackson as a director
Resolution 4: To re-elect Jonathan Gumpel as a director
Resolution 5: To re-elect Richard Spencer as a director
Resolution 6: To re-elect Diane Seymour-Williams as a director
Resolution 7: 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 8: Ordinary resolution to give the directors authority to allot shares
Resolution 9: Special resolution to give the directors power to disapply pre-emption rights in relation to the 
allotment of shares
Resolution 10: Special resolution to give the Company a general authority to purchase its own shares
Signature: 
 
Date: 
 / /2011
(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 Registrars Limited, 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 a “ ✔”or 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 Registrars Limited, PXS, The Registry, 34 Beckenham Road, Kent BR3 4TU no 
later than 9.30 a.m. on Monday 17 October 2011.
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 p.m. on Monday 17 October 2011 are 
entitled to attend and vote at the Annual General Meeting to be held at 9.30 a.m. on 19 October 2011.
FOLD
FOLD  Directors
C J Knight  Chairman
C A J Macdonald Chief Executive
J M Gumpel  
N I Holmes 
S J Jackson  Finance director
N H Lawes  
A W Shepherd 
R H Spencer
S P Wombwell  
C R Harris (appointed 14 July 2010) Non-executive director
D Seymour-Williams (to be appointed Non-executive director  
14 September 2011)
Company Secretary
S J Jackson
Offices
110 & 111 Park Street London W1K 7JL
The Long Barn Dean Estate Wickham Road Fareham PO17 5BN
1 Marsden Street Manchester M2 1HW
2 Mount Ephraim Road Tunbridge Wells TN1 1EE
10 Melville Crescent Edinburgh EH3 7LU
Braemar Group  - Richmond House Heath Road Hale Cheshire WA14 2XP
Registered Office
111 Park Street London W1K 7JL
Registered Number
4402058
Independent Auditors
PricewaterhouseCoopers LLP Chartered Accountants  
and Statutory Auditors  
7 More London Riverside London SE1 2RT
Solicitors
Macfarlanes LLP  
20 Cursitor Street London EC4A 1LT
Public Relations
MHP Communications Limited 
60 Great Portland Street, London W1W 7RT
Principal Bankers
The Royal Bank of Scotland plc 
Registrars
Capita Registrars Limited 
The Registry 34 Beckenham Road Kent BR3 4TU
Nominated adviser and broker
Collins Stewart Europe Limited  
9th Floor 88 Wood Street London EC2V 7QR
Directors and advisers