Mountview Estates P.L.C.
Annual Report and Accounts 2023
MOUNTVIEW ESTATES P.L.C. Annual Report and Accounts 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
About Us
Mountview Estates was established in 1937 as a small family
business based in North London by two brothers, Frank and
Irving Sinclair.
Mountview Estates P.L.C. is a Property Trading Company.
TheCompany owns and acquires tenanted residential
property in England and Wales and sells such property when
itbecomes vacant.
01
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
Contents
Revenue
11.5%
£73.6m
(2022: £66.0m)
Gross Profit
0.7%
£40.6m
(2022: £40.9m)
Profit before Tax
6.0%
£32.8m
(2022: £34.9m)
Profit before Tax
*excluding Investment Properties
Revaluation
4.6%
£32.8m
(2022: £34.4m)
Shareholders’
Equity
0.7%
£390.7m
(2022: £393.5m)
Earnings per
Share
1.6%
678.8p
(2022: 689.5p)
Net Assets per
Share
0.7%
£100.2
(2022: £100.9)
Dividend per
Share
750p
*
(2022: 750p)
* The total dividend payable for the year of 750p per share includes the special dividend of 250p per share paid as part of the interim dividend on
27 March 2023
Mountview Estates P.L.C. advises its shareholders that, following the issue of the final results, the relevant dates in respect of
the proposed final dividend payment of 250 pence per share are as follows:
Ex dividend date 6 July 2023
Record date 7 July 2023
Payment date 14 August 2023
STRATEGIC REPORT
01 Our Performance
02 Chairman’s Statement
04 Chief Executive’s Statement
05 Our purpose and how we operate
06 Where we Operate
06 Review of Operations
14 Section 172 Statement
17 TCFD Disclosures
GOVERNANCE
26 Directors and Advisers
27 Directors’ Report
35 Statement of Directors’ Responsibilities
36 Corporate Governance
41 Report of the Nomination Committee
44 Report of the Audit and Risk Committee
48 Remuneration Report
FINANCIAL STATEMENTS
61 Consolidated Statement
of Comprehensive Income
62 Consolidated Statement
of Financial Position
63 Consolidated Statement
of Changes in Equity
64 Consolidated Cash Flow Statement
65 Notes to the Consolidated Financial
Statements
82 Independent Auditors’ Report to the
Members of Mountview Estates P.L.C.
87 Company Balance Sheet under UK GAAP
88 Company Statement of Changes in
Equity under UK GAAP
89 Notes to the Financial Statements
under UK GAAP
95 Independent Auditors’ Report to the
Members of Mountview Estates P.L.C.
on the Parent Company Financial
Statements
99 Table of Comparative Figures
OTHER INFORMATION
100 Notice of Meeting
105 Shareholders’ Information
Our Performance
Mountview Estates P.L.C. Annual Report and Accounts 2023
02
Dear Shareholder,
INTRODUCTION
I am pleased to report that Mountview has again performed
strongly over the past year both in terms of the levels of
sales, but also, in contrast to recent years, in purchasing
as well. This performance follows from a focus on our
long standing strategy and operating models which we
have once again discussed with and had supported by our
shareholders. Inevitably this performance only happens
through the knowledge, experience, and dedication of our
teams who have again performed excellently during the
year in managing the portfolio.
As I noted last year Covid was receding as a factor, and as
a result reporting on Covid matters is much less prominent
this year than last. Its place was taken by other external
influences, notably the war in Ukraine where once again we
have contributed to charities supporting Ukrainian refugees
and will consider similar donations in the coming months.
The upshot has been the twin pressures of inflation, and
rising interest rates that have become more prominent
factors in decision making. It has often been said that
Mountview has a track record of emerging from hard times
stronger and as described below and elsewhere in this
annual report we believe that in these uncertain times this
will be true once again and we anticipate being able to
deliver strong performance going forwards.
OPERATIONAL PERFORMANCE
While sales were well ahead of 2022, once again the cost
factors related to timing and location of purchase led to
flat gross profit and primarily due to higher interest costs
and the residue of the catch up on the Covid maintenance
backlog, profit before tax while still healthy was down year
on year. Nevertheless the strong cash flows in the first half
of 2022 meant that alongside taking advantage of property
purchasing opportunities we felt able to declare a second
special dividend of 250p per share. In the second half of the
year we continued our purchasing of properties to refresh
the portfolio using a combination of our cash flows and our
banking facilities.
There are hypotheses circulating that the growing
opportunities for purchasing have arisen due to either
general concerns about the property market or more
directly, concerns among buyers about acquiring properties
with sitting tenants in the face of proposed reforms to the
rental market. In either case both play into Mountview’s
core values around careful purchasing of primarily regulated
tenancies and patience in waiting for vacant possession,
with the latter highly aligned with the aims behind the
proposed leasehold reform. Thus, while sustaining a
portfolio that will deliver future value through disciplined
purchasing has been an important objective, it has been
balanced by the principles of careful cash management and
financial planning which remain key considerations for the
Board.
Although 2023 will present challenges, we have a strong
platform to prepare from. Through disciplined and targeted
investment and continued careful cash management we
are hopeful that as well as supporting our customers and
other stakeholders in these difficult times we will continue to
deliver healthy returns for shareholders.
GOVERNANCE
This year was mostly one of consolidation and
enhancement/improvement of existing requirements
with new matters related to Corporate Governance being
primarily the introduction of expanded reporting on
Diversity (see page 37) and also expansion of the electronic
tagging of these accounts beyond the basic financial
statements. This is likely to change for the coming years
though as the consultations following the BEIS (now
Department of Business and Trade) recommendations about
restoring trust in audit and governance translate into reality.
Further, we have recently seen the start of consultations
around the 2018 Corporate Governance Code (2018 Code)
which will in due course lead to an updated Code.
We regularly received and considered questions, comments
or feedback from shareholders and other stakeholders,
which were reported to and then considered and responded
to by the Board. During the year I met or spoke to many
of our shareholders who, as a group, both appreciated
the inherent volatility in our revenues and earnings which
follow from our business model and supported our business
strategy and business model.
Chairman’s Statement
03
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
PEOPLE
As always, the success of the Company in the year is down
to the skills, experience and dedication of our people
who once again have worked closely with the Executives
throughout the year to deliver another year of substantial
profitability. Once again, and in particular given the cost
of living pressures, we believe that it is the right thing to
do to share the benefits of our strong performance with
those who enabled it, so we have again granted higher than
normal salary and bonus awards to our staff to help protect
against the impact of external factors beyond their control.
On behalf of the Board I would like to thank everyone at
Mountview for their dedication and hard work throughout
the year.
THE COMING YEAR
Looking forward, whilst it is clear that there is some
uncertainty ahead, much driven by the war in Ukraine,
most economists are predicting an easing of inflationary
and other economic pressures, albeit at a slower rate than
once hoped. Coupled with interest rates closer to historic
levels and regulatory and legislative developments in the
rental sector that are driving many smaller landlords out
of the market would normally suggest an unpredictable
housing market though for the moment it appears to defy
expectations. Naturally we are monitoring this closely
both to inform our sales strategies and to be alert to
buying opportunities. Given the results this year, our
strong balance sheet, conservative approach to financing
and disciplined approach to investment, the Group is well
positioned to take advantage of those opportunities, should
they arise, to lock in future value for our portfolio.
In summary, your Board will continue to focus on ensuring
that, guided by our Purpose and values, our strategy
and operating models remain appropriate to meet these
challenges and are supported by our shareholders and
other stakeholders.
A.W. Powell
Non-Executive Chairman
4 July 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
04
Dear Shareholder,
We are now living in the circumstances of double digit
inflation and rising interest rates which give us very different
problems to those experienced before and indeed during
the Covid pandemic. At a time when companies are failing
to pay dividends and even ceasing to trade mere survival
must be considered to be a success.
This Company has not only survived but has maintained an
increased level of dividend. Your Board recommend that
the final dividend be maintained at 250 pence per share.
If shareholders approve the final dividend at the Annual
General Meeting on 9 August 2023 it will be payable on 14
August 2023 to shareholders on the register at 7 July 2023.
It is always reassuring to be able to write about the financial
stability of the company and despite the difficult economic
circumstances that stability remains firmly in place. Although
the Company has spent more than four times as much on
purchases compared with the previous financial year our
gearing remains low and we continue to be well placed to
take advantage of suitable purchasing opportunities.
Turnover has increased by 11.5% but the cost of sales
has increased substantially and with modest increases in
administrative expenses and finance costs the resulting
earnings per share have fallen by merely 1.6%.
I always emphasize that making the right purchases is
the most important part of the business and our financial
stability has enabled us to make substantial new purchases
(up from £12.5 million to £52.6 million). These purchases
underpin the future of the Company and will ensure future
profits.
Further purchasing possibilities have appeared since the
beginning of the Company’s new financial year. Whilst
eager to take advantage of these opportunities we will not
overreach ourselves and each opportunity will be judged on
its quality not its quantity.
The prosperity of the Company is only possible because
we have a good team in place and I thank each and every
one of them, from the most recent recruit to the longest
standing employee, for their loyalty and endeavour.
With rampant inflation it is right that we should be
concerned about the welfare of our workforce. It is fortunate
that our wage costs do not feed through to the price at
which we seek to sell houses. We operate at the lower end
of the market and our typical purchaser is a first-time buyer
and there continues to be a shortage of supply at this level.
I believe that we can and should look after our staff in these
difficult times.
Difficult economic circumstances may be with us for
some years but I am confident that Mountview will remain
profitable and that the Company will remain a sound
investment for all its stakeholders.
D.M. Sinclair
Chief Executive Officer
4 July 2023
Chief Executive’s Statement
05
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
Mountview’s core purpose is to acquire and maintain
regulated tenancy residential property providing below
market rent accommodation for our tenants until we get
vacant possession when we sell such properties. In meeting
this purpose, the Group has a long established strategy,
business model and set of operating procedures. All these
have been developed and refined by marrying the values
of the founders and the knowledge and experience of
our executives and staff with the evolving environment
that we operate in. The strategy and business model are
reviewed annually and discussed with major shareholders,
the majority of whom have confirmed their support for the
Company to continue to operate unchanged.
Our key strengths that underpin our culture and support our
continuing success are:
• Our team’s experience and knowledge of their sector
and the communities we operate in
• A long-term view, underpinned by our founders' values
• A conservative approach to financing, and management
of our cost base
• Investing responsibly to maintain our existing assets and
acquire new assets
• Operating responsibly in the communities we serve
This purpose and our values have served us well during
uncertain times, for example during the Covid-19 pandemic
whose after effect continue to linger for some stakeholders.
Uncertainty remains a factor as the continuing fallout from
Brexit, the war in Ukraine and the rising cost of living present
serious challenges to the wider economy and as a result to
our different stakeholder groups who often have conflicting
needs, some familiar though some prompting a re-think of
how we currently work. In the face of these challenges our
teams drew on:
• their long experience of both the Group and our
markets aligned with
• creativity, as we seek ways to meet the challenges placed
by external events beyond our control, followed by
• learning and continuous improvement of our standard
operating practices to accommodate the changing
environment and
• communications with affected stakeholder groups so
that they understood what was being done and why.
We are grateful to all our teams for the way that they adapt
while being mindful of the concerns of our stakeholders and
our people and tenants in particular.
CORPORATE RESPONSIBILITY:
The Group recognises that it has a role that extends beyond
the direct legal and financial obligations that follow from
carrying out its day to day operations for example into wider
Environmental, Societal and Governance (ESG) areas that
are of concern to the UK as a whole and where collective
action is needed to address current and emerging issues.
We note below and elsewhere in this report examples of
how we view these responsibilities and the steps we have
taken to build them into our day to day activities.
GOVERNANCE:
The Board has responsibility for overseeing the adoption of
ESG considerations into our decision making and our day
to day operations. For example, when making investment
decisions environmental considerations and community
impact form a part of the due diligence process. Similar
considerations apply to routine operational questions that
are delegated to our teams – including, when needed,
an escalation process to have proposed courses of action
considered by the executives or the Board. ESG matters
identified or escalated, are reported by exception to the
Board and considered during our discussion of risks facing
the business.
STAKEHOLDERS AND SOCIAL AND COMMUNITY
ISSUES:
Our section 172 Statement is set out on page 14, it
describes how and where we engage with our wider
stakeholder group and our impact on local communities
– for example through seeking local contractors where
possible to aid proximity between suppliers and tenants and
retain the economic benefits within the local community.
Our approach to employee engagement, training and diversity
matters is set out in the Directors’ Report on page 32.
Given the size of the Group and the nature of its business
as a property trading company, the Group has developed
informal approaches to social, human rights or community
issues, that are based on our values and which are reflected
in our staff manual and also our supplier code of conduct,
but without being converted into formal umbrella policies.
This is kept under review.
THE ENVIRONMENT:
Similarly, for the environment, as explained more fully in our
notes on TCFD (pages 17 to 25) and also on page 31, we are
mindful of our impact on the climate and our contribution
to the national initiatives for tackling climate change.
Accordingly we adopt practices aimed at reducing our
environmental impact and thus contributing to addressing
climate change. We use sustainable energy suppliers
where possible and promote the use of eco products and
recycling in our operations. However, as our total carbon
footprint is minute in a UK context (see our Carbon report
on pages 29 to 31) we have not converted these principles
into a formal policy. We keep this under review, including
during discussion of risk at Board meetings, and should we
conclude that, from either internal or external sources, formal
policies are warranted we would develop and adopt them.
Our purpose and how we operate
Mountview Estates P.L.C. Annual Report and Accounts 2023
06
Review of Operations
The figures on the map are calculated as a
percentage of the total value of Inventories of
Trading properties.
KEY
31.8% London (North)
21.2% London (South)
20.3% South East
Bedfordshire
Berkshire
Buckinghamshire
Cambridgeshire
Essex
Hertfordshire
Middlesex
Norfolk
Northamptonshire
Oxfordshire
Suffolk
15.4% South
Dorset
Hampshire
Isle of Wight
Kent
Surrey
Sussex
1.9% North
Midlands
Derbyshire
Leicestershire
Nottinghamshire
9.4% Remainder of
England and Wales
The Group’s strategy and business model is
simple. We are a property trading company
that buys tenanted properties at a discount to
estimated vacant possession value and then
sells them when they become vacant.
Revenue
£73.6m
(2022: £66.0m)
Gross Profit
£40.6m
(2022: £40.9m)
OUR PORTFOLIO
Categories of property held as trading stock
The Group trades in the following categories:
• Regulated tenancy residential units
• Assured tenancy residential units
• Life tenancy residential units
• Freehold and leasehold ground rent units
A unit is a property, however large or small, whether
freehold or leasehold, which is held subject to one tenancy.
Analysis of the Group Trading portfolio
by type as at 31 March 2023 and 2022
2023
No.
of
units
Cost
£m
2022
No.
of
units
Cost
£m
Regulated, Assured Shorthold
tenancies, & Other
1,852 333.8 1,824 312.6
Assured tenancies 283 49.6 256 41.9
Life tenancies 208 32.6 212 31.8
Freehold & leasehold ground
rents
1,135 6.8 1,177 6.9
1.9%
20.3%
21.2%
15.4%
31.8%
9.4%
Where we Operate
07
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
Analysis of the Group Trading portfolio at the lower of cost and estimated net realisable value by geographical location
as at 31 March 2023
Regulated, Assured
Shorthold tenancies,
Assured tenancies
& other
£m
Life
tenancies
£m
Ground
rents
£m
2023
Portfolio
%
2022
Portfolio
%
London (North) 128.05 0.55 5.74 31.78% 34.99
London (South) 73.88 15.08 0.78 21.23% 22.14
Bedfordshire, Berkshire, Buckinghamshire,
Cambridgeshire, Essex, Hertfordshire, Middlesex, Norfolk,
Northamptonshire, Oxfordshire, Suffolk 80.43 4.96 0.23 20.25% 20.28
Dorset, Hampshire, Isle of Wight, Kent, Surrey, Sussex 58.66 6.48 0.07 15.42% 13.60
Midlands, Derbyshire, Leicestershire, Nottinghamshire 7.72 0.52 – 1.95% 2.22
Remainder of England and Wales 34.62 4.97 – 9.37% 6.77
VACANT PROPERTIES
The number of properties which were vacant and their status at the end of the financial year are set out below.
31.03.23 31.03.22
Exchanged and due for completion 12 22
Under offer 21 8
Marketed by private treaty 21 14
Marketed for rent 2 1
Scheduled for Auction 12 9
Not self contained/requiring remedial works 15 12
Legal and insurance issues 12 10
95 76
SALES
At Mountview, we have a relatively straightforward yet proven way of working: we buy tenanted residential properties and
sell them when they become vacant. We buy both regulated tenancy and life tenancy properties.
Regulated tenancies are characterised by rental returns below market value, are decreasing in total number as, since the
Housing Act 1988 no new regulated tenancies have been created. Nonetheless, as described below under Purchases,
opportunities to acquire regulated tenancies continue to be available to allow us to refresh the portfolio by replacing sold
stock with further tenancies.
Life tenancy stock has nominal rental income, is bought at a greater discount to vacant possession value and has a
higher margin on sale. A key attraction of this sector to Mountview is the fact that property maintenance is usually the
responsibility of the life tenant and this leads to lower ongoing costs to the Group. We carry out regular checks to ensure
that all properties are maintained in good condition.
During the financial year we achieved sales of £54.2 million (2022: £46.8 million), demonstrating the liquidity of the Portfolio.
The average sales price achieved, excluding sales of ground rent, was £395k (2022: £347k).
The Group’s sales for financial years 2023 and 2022 are set out below
Sales
2023
£m
2022
£m
Gross sales of properties 54.20 46.82
Cost of properties sold 26.96 19.28
Mountview Estates P.L.C. Annual Report and Accounts 2023
08
Sales price range – 2023 No of units Sales price £m Location
1 million + 5 7.1 London & South East
500,000 – 1 million 26 18.0 London & South East
below 500,000 153 29.1 London & others
Sales price range – 2022 No of units Sales price £m Location
1 million + 1 1.3 London & South East
500,000 – 1 million 18 12.0 London & South East
below 500,000 116 33.5 London & others
Further information is provided in Note 4 to the Consolidated Financial Statements on page 71.
PURCHASES
The majority of our residential properties that are subject to a regulated tenancy are concentrated in London and the South
East. Returns from the regulated portfolios are derived from a combination of below market rental income and trading
profits on the sale of property, when the property becomes vacant and the reversionary gain is crystallised.
Most properties acquired are unimproved and therefore of low average value. One of the core Mountview capabilities is
to actively manage these properties: we identify opportunities to add value by carrying out refurbishments prior to their
sale. The greatest gains are available at the upper end of the market and this is where we concentrate our refurbishment
activities. These properties are predominantly sold by private treaty.
The Group’s trading properties are carried in the balance sheet at the lower of cost and net realisable value. Net realisable
value is the estimated net proceeds of sale if the property, in its current condition, were to be vacant at the date of the
balance sheet.
ANALYSIS OF ACQUISITIONS
During the year we were offered the opportunity acquire more portfolios than in recent years. While applying our normal
due diligence process to the portfolios offered, we were able to secure more than four times by number and value of
properties compared with 2022.
The Group’s acquisitions for financial years 2023 and 2022 are set out below. The analysis does not include legal and
commission expenses directly related to the acquisition of properties or any repairs of a capital nature.
Year ended 31 March 2023 No. of units Cost £m
Regulated, ASTs, and other 145 41.85
Assured tenancies 33 9.31
Life tenancies 7 1.48
Leasehold ground rents 2 –
Ground rents created 6 –
Total 193 52.64
Not included in the above table:
Assured tenancies created 10
THE TABLE ABOVE INCLUDES THE FOLLOWING:
Portfolios Cost £m No. of units
Regulated
tenancies
Assured
tenancies
Life
tenancies
Generation Portfolio 5.16 18 12 6 –
Kite Portfolio 5.63 22 19 3 –
Lancelot Portfolio 10.60 29 21 4 4
Smeaton Portfolio 7.90 46 37 9 –
South London Portfolio 2.00 6 5 1 –
Southern Residential Portfolio 9.93 25 20 5 –
Winchmore Hill Portfolio 1.10 3 2 1 –
Review of Operations (Continued)
09
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
Year ended 31 March 2022 No. of units Cost £m
Regulated, ASTs, and other 38 10.44
Assured tenancies 7 1.82
Life tenancies 1 0.21
Leasehold ground rents 7 0.08
Ground rents created 11 –
Total 64 12.55
Not included in the above table:
Assured tenancies created 11
THE TABLE ABOVE INCLUDES THE FOLLOWING:
Portfolios
Cost
£m No. of Units
Regulated
Tenancies
Assured
Tenancies
Assured
Shorthold
Tenancies
Freehold
Ground Rent
Tenancies
Wigsell Portfolio 1.60 12 3 – 3 6
Winchester Portfolio 1.48 5 3 – 2 –
RENTAL INCOME
The Company’s rental income is derived from five different
sources:
• Regulated tenancies
• Assured tenancies
• Assured shorthold tenancies
• Life tenancies
• Ground rents
Where possible we still target those properties where
the rent is capped and where our team has identified
opportunities to make key improvements. For example,
after discussing proposals with the tenant, installing services
and amenities that have been lacking in the past can both
improve conditions for our tenants and lead to an increase
in rental income.
The operating contribution from the core business
(comprising profits on sale of trading properties and rental
income) is analysed in Note 4 on page 71.
SUMMARY PROSPECTS FOR THE GROUP
This time last year the outlook was characterised by the
overhang of external factors from Brexit, which continue,
from Covid-19 which while some are still affected has largely
faded with the successful vaccination programme and
by the linked emerging issues of the impact of the war in
Ukraine and the consequent inflation and interest rate rises
following energy and food price rises. In the event the UK
avoided a technical recession, but the wider outlook remains
finely balanced as any one of a number of factors could tip
the balance into technical recession. Against this backdrop
pretty much all markets have been affected and housing
is no exception. We are fortunate that the properties that
Mountview brings to auction are typically in high demand
as they offer a lower priced entry to the housing market or,
if sold to developers, provide opportunity for ‘developer
profit’. We are hopeful therefore that Mountview will
continue to be well placed to weather any continued down
turn in the general housing market, should it occur, through
both continuing sales of attractive properties and also
with the opportunity to purchase potentially discounted
replacement properties both through auction and private
tender.
As described earlier, 2022-23 has been a remarkable year for
purchasing and where the professional knowledge and skills
of our compact team ensured that, as well as overseeing a
healthy sales stream, we were able to purchase properties
for a total of £52.6million.
Our strength is based on a tight focus on our core business
of regulated tenancies together with a prudent operational
approach. We have kept gearing low while accommodating
both the increased purchasing and the special dividend.
Since the end of the financial year on 31 March 2023 we
have continued to sell and purchase properties through
auctions and we are pleased with the results achieved.
Given our financial strength, we believe that we are in a
strong position to take advantage of any prime purchasing
opportunities which may arise in the future.
Mountview Estates P.L.C. Annual Report and Accounts 2023
10
INVESTMENT COMPANIES
The analysis of the investment portfolio as at 31 March 2023 is as follows:
2023 2022
Louise Goodwin Limited 26 units 26 units
A.L.G. Properties Limited 4 units 4 units
All of the properties are situated in Belsize Park, London NW3, one of the capital’s most prestigious locations.
Louise Goodwin Limited and A.L.G. Properties Limited were purchased in 1999 when we took the opportunity to build
a presence in one of the best locations in London. Although rental returns have proven to be less significant than we
anticipated, the investment portfolio has nevertheless generated consistently strong cash flow.
We will continue to maintain our strategy for the investment portfolio, deriving rental income in the short to medium term
and capital through sales during favourable market conditions. We are prepared to refurbish the properties and sell them
by private treaty to purchasers who actively seek homes in this area.
The valuation of the investment portfolio decreased during the year by £36,000 (2022: increased £444,000). The properties
within the investment portfolio have been revalued externally by Allsop LLP, for the purpose of these accounts. The value
attributed to each individual property reflects the change in its condition where appropriate and any adjustment resulting
from changes in market circumstances.
Details of the valuation of the investment portfolio are disclosed in Note 13 to the Consolidated Financial Statement on
page 75.
REVIEW OF BUSINESS AND PRINCIPAL RISKS
Details of the Group’s performance during the year and expected future developments are contained in the Chief
Executive’s and Chairman’s Statements as well as this Strategic Report. The Group has the following Financial Key
Performance Indicators:
FINANCIAL KEY PERFORMANCE INDICATORS
REVENUE (£m)
11.5%
PROFIT BEFORE TAX (£m)
6.0%
INTEREST COVER IN
RELATION TO PROFIT
BEFORE INTEREST AND
TAXATION
EARNINGS PER SHARE
(Pence)
1.6%
66.0
20222023
73.6 34.9
20222023
32.8
118.0
20222023
28.1
689.5
20222023
678.8
NET ASSETS PER SHARE (£)
0.7% GEARING RATIO (%)
DIVIDEND PER SHARE
for year (Pence)*
**
20222023
100.2 100.9
20222023
4.5
12.5 750
20222023
750
* Subject to the approval by shareholders of final dividend of 250 pence at the 2023 Annual General Meeting
** The total dividend payable for the year of 750p per share includes the special dividend of 250p per share paid as part of the interim dividend of 500p per
share on 27 March 2023
Review of Operations (Continued)
11
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
NON FINANCIAL METRICS:
The Group’s drivers of their main source of revenues and
profit arising in the current year – sales on vacant possession
– are beyond the control of the Group as they are in turn
driven by factors that are outside the Group’s control: the
timing of vacant possession, the location and thus market
price of properties disposed of, the original purchase date
and price of the properties sold and the current market
appetite for the properties that are sold.
Consequently, in view of this and the stable and long
standing nature of the Group’s business model and
operating procedures, and the very close involvement of
the Executive Directors in the day to day operations of the
business, the Group has not developed and does not use
non-financial indicators as the Directors believe that they
would not add to the Group’s ability to manage the business
day to day.
The Board do receive regular updates from the Executive
Directors and also from the heads of department who report
on salient matters arising in their areas of responsibility and
on their programme of upcoming routine and project work.
These reports do not contain standard recurring statistics
focusing instead on immediate matters for consideration
that vary meeting to meeting.
RISK MANAGEMENT APPROACH
Making effective decisions to realise our strategic and
operational aims is underpinned by our risk management
processes that embrace monitoring of currently identified
risks, scanning for emerging risks and then once identified
assessing those risks and our response to them within our
context and the challenges placed on us by the external
environment. The Audit and Risk Committee maintains our
risk matrix which classifies risks broadly between those for
active and regular monitoring and those for reporting on by
exception and reports on them to the Board (Risk Matrix).
The Risk Matrix also includes risks where the impact would
be high, but probability is deemed low and it is these risks
in particular that we consider when assessing longer term
resilience and viability. In particular in the recent years, and
as described in our annual reports from 2020 to 2022, the
risk management processes were tested by Covid-19. This
year, following a Board discussion, we have taken the view
that we can move Covid-19 risks from the active monitoring
status to one of being ready to react in the event of a
recurrence of a new strain of Covid or other pandemic.
Accordingly in this annual report the notes describing
our operational response to Covid-19, and many other
references to Covid-19 have been removed – though remain
accessible from our earlier annual reports.
Using our Risk Matrix we have carried out a robust
assessment of the principal risks facing the Company,
including those that would threaten its business model,
future performance or solvency. The following list of
risks does not comprise all of the risks the Company or
Group may face, and they are not presented in order of
importance.
1. TRADING STOCK – REGULATED
TENANCIES
RISK
Reduced opportunity to replace asset sales of vacant
properties due to the reducing number of regulated
tenancies available for purchase.
MITIGATION
The Group has developed clear criteria that are applied
when considering asset purchases. Using these, the Group
has performed excellently in a difficult market replacing
this class of assets in the year ended 31 March 2023, with
substantial purchasing during the year. The ‘Analysis of
Acquisitions’ is on page 8.
2. MARKET
RISK
Weak macro-economic conditions triggered by external
events including for example the after effects of Brexit, the
war inUkraine and the cost of living crisis driven by rising
inflation and interest rates.
MITIGATION
The Group’s exposure is weighted towards the stronger
London and South East markets and this geographical area
has over the long term consistently been an above-average
performer.
3. FINANCIAL
RISK
Reduced availability of financing options resulting in inability
to meet business plans.
MITIGATION
The Group monitors its bank accounts and loans closely to
maintain sufficient capacity. We review our loan facilities
regularly. The Group is conservatively geared and operates
well within financial covenants. Financial Key Performance
indicators are on page 10. Details of the Group’s current
facilities are set out in Note 18 on page 78.
Mountview Estates P.L.C. Annual Report and Accounts 2023
12
4. DIVIDENDS
RISK
The Group seeks to provide shareholders with good returns
on their investment. This aim could be put at risk if the
Group was unable to sustain the level of dividends for
anyreason.
MITIGATION
We carefully monitor our strategy and our results in order to
identify any risk to dividend levels.
The Group maintains a strong balance sheet. With
appropriate banking facilities, we are able to maintain
our trading stock by taking advantage of purchasing
opportunities when they occur.
5. PEOPLE
RISK
Capacity to maintain strategy is compromised due
to inability to attract and retain suitably experienced
employees.
MITIGATION
Mountview employs a relatively small workforce which
enables personal interaction at all levels.
The Company has a stringent recruitment process to ensure
we employ appropriately skilled staff. We carry out regular
appraisals and offer employees opportunities for training
and development courses. The Company has a good record
of long-term service, a great number of our employees have
worked for the group for over 10 years. Details of employees
and diversity are set out in Notes 9 and 10 of the Directors’
Report on pages 31 and 32.
6. REGULATORY
RISK
Risk of not meeting new or changed regulatory
requirements and obligations that affect the Group’s
business activities and could lead to fines or penalties.
MITIGATION
The Group engages in close working relationships with
appropriate authorities and advisers to ensure it meets its
obligations.
7. OPERATIONS AND PROPERTY
MAINTENANCE
RISK
Legal action against the Group for failure to meet its
obligations under property management and safety legislation.
MITIGATION
In addition to its own regular inspections, the Group
engages professional external companies to undertake
health and safety, gas and electrical checks, fire risk
assessments, etc to ensure we meet our commitments as
employers and landlords. Our staff receive regular training
to ensure their skills are kept up to date.
Our Compliance Officer monitors our performance against
existing regulations and tracks and prepares for new
requirements as they are published.
8. CLIMATE
RISK
The impact on the Group of climate related matters. For
example, changing regulations or physical risks following
changing weather patterns, including extreme weather
events, that could lead to increased wear and tear or other
property damage and transition risks, for example following
regulatory changes.
MITIGATION
The regular inspections noted above provide the Group
with opportunities to identify properties that may be at risk
which would be considered for more frequent inspections.
Due diligence for purchases aims to identify properties with
higher than normal inherent risks for flooding or other water
risks. We explain more fully on pages 17 to 25 in our notes
on TCFD how we approach and handle climate related risks.
EMERGING RISK
As well as monitoring the incidence of currently identified
risks we also look for emerging trends in operations that
could become active risks. In addition, we carry out horizon
scanning through our network of stakeholders, notably
our advisers, and also by reviewing published emerging
riskreports.
Where emergent risks arise and are concluded to be
relevant to Mountview’s business then when considering
which risks, including climate risks, to include in our
framework we use the TRAP (Terminate; Reduce; Accept;
Pass on) model to guide our approach.
Review of Operations (Continued)
13
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
THE OVERALL RISK ENVIRONMENT
Given Mountview’s business model and financial
strength, while any risks materialising could well have a
negative impact on short term performance, and lead to
inconvenience, none are significant enough to threaten
the continued existence of the Group. We are confident
that we can meet our strategic and operational goals and
in particular are in a strong position to take advantage of
purchasing opportunities as they arise. Where the likelihood
of a risk materialising becomes high and imminent, we
factor accommodating the risk, into our operational plans
to be activated once the impact is clear. This is the case
with the Climate Transition risk related to tightening EPC
requirements where our teams are monitoring progress of
the legislation. Other risks are considered to be broadly
unchanged from 2022 with moderate assessments for both
probability of occurrence and impact.
These principal risks were part of the Group’s assessment of
long term viability, details of which are set out in the viability
statement below.
VIABILITY STATEMENT
In accordance with the 2018 UK Corporate Governance
Code (the Code) the Board has assessed the prospects
of the Group over a longer period than the 12 months
required by the ‘Going Concern’ provision. The Directors
have assessed the viability of the Group over the three year
period to 31 March 2026 and conducted this review taking
account of the Group’s current financial position, longer
term strategy, principal risks and future prospects and plans.
A three year period is considered appropriate for the
assessment as it corresponds with the Group’s internal
planning period and, in addition the term of the debt
facilities supports an assessment over this period.
The strategy of the business is set at Group level and is
reviewed throughout the year at Board meetings in the light
of market conditions and investment opportunities. This
strategy is based on a tight focus on our core business of
regulated tenancies, together with a prudent approach to
key financial ratios and funding requirements. The Board
has developed a matrix of risks which it considers at each
meeting. The principal operational risks faced by the Group
and their mitigation are described on pages 11 and 12.
The Group’s Financial Risk Management Objectives and
Policies are shown in Note 3 on pages 70 and 71 Notes to
the Consolidated Financial Statements. The consolidated
risk register is maintained by the Audit and Risk Committee
as described in the Report of the Audit and Risk Committee
on page 45.
In assessing viability, the Directors considered the principal
risks (see pages 11 and 12) in severe but plausible scenarios
up to and including double digit impacts on revenue
streams, costs and interest, their potential impact and
how to manage them. In the current year, and as further
discussed in our TCFD disclosures (page 17), this analysis
also included scenarios reflecting different impacts related
to climate change including a heightened regulatory regime
and a greater incidence of flooding or other extreme
climate events.
On the basis of this and other matters considered and
reviewed by the Board during the year, the Board confirms
that it has reasonable expectations that the Group will be
able to continue in operation and meet its liabilities as they
fall due over the three year period used for the assessments.
The Directors consider the following factors to be key to this
assessment:
• The Group’s properties are attractive to a broad
constituency of buyers and can be marketed through
different channels if needed
• The Group’s rental income is sufficient to cover expenses
in the event of market illiquidity
• The Group has strong reserves and low indebtedness,
which would enable it to take profitable advantage of
adverse market conditions
• The Group maintains contingency and succession
planning covering the unexpected absence of key
members of staff.
Given Mountview’s strong financial position each of the
Directors considers that the Group is well positioned to
take advantage of both favourable and adverse market
conditions. The Group also has adequate banking facilities
in place over a spread of maturities which could be
renegotiated, augmented or replaced if necessary within the
required timescales.
Mountview Estates P.L.C. Annual Report and Accounts 2023
14
SECTION 172 STATEMENT
RELATIONS WITH SHAREHOLDERS AND
OTHER STAKEHOLDERS
The Board recognises that effective engagement with our
stakeholders is a key part of our operations and meeting
our strategy. Following the increased profile given to
stakeholder engagement associated with the Corporate
Governance (the 2018 Code), and in support of the matters
set out in Section 172(1) of the Companies Act 2006 we
have reviewed our stakeholder groups and for each key
stakeholder codified how we engage with them. This work
has created a clear framework for the Board to work with
when taking material decisions as it provides a checklist
to ensure we identify and consider those who could be
affected.
Intuitively the Board has for many years taken account of
the various stakeholder groups when considering major
decisions. The framework provides us with a tool to help
ensure that in major decisions we do consider the relevant
stakeholder groups, and has been used during the year, for
example:
• Acquisition of properties when offered portfolios and
considering which properties we make an offer on;
• Maintenance in deciding on the scope of works and the
contractors to engage;
• Other financial decisions for example those related to
remuneration of all staff, dividends and banking facilities
needed; and
• Updating the Group’s planning for pandemic response
drawing on the lessons learned during Covid-19
including the impact on staff, tenants and other
stakeholder groups.
The majority of decisions which involve stakeholders are
operational in nature and are delegated down to the teams
dealing with the individual stakeholder groups to ensure
timely responses to questions or issues raised. Responses
to issues arising, particularly new issues and those affecting
multiple stakeholder groups, present the opportunity for
creativity in reaching effective solutions and for our teams
to learn and, where appropriate, update our standard
operating procedures.
Communication is the watchword in handling matters
arising and assists in ensuring that stakeholder needs
are properly understood and taken into account when
making operational or strategic decisions. As noted in
our commentary on Our purpose and how we operate on
page 5 there were occasions where the needs of different
groups conflicted and a decision was needed that would not
fully satisfy all parties. In taking these decisions the overall
wellbeing of the groups affected is a primary consideration
in reaching our eventual course of action.
As described elsewhere the Board gets regular updates
from the heads of department both through the Executive
Directors and in writing. In rare cases, for example if
the needs of different stakeholder groups, including
environmental considerations, are not aligned and time
is not a critical factor, these decisions may be referred to
the Executive Directors or the Board for consideration or
endorsement of proposed action.
The Board keeps our stakeholder framework under regular
review and updates as we identify new groups or changes
to the nature, scope or extent of engagement with existing
groups. The list below shows the key stakeholders identified
and outlines the nature of our engagement with each of
them; there were no changes in our key stakeholders during
the year.
STAKEHOLDER GROUPS AND NATURE
OF OUR ENGAGEMENT:
1. SHAREHOLDERS
• In addition to reporting formal financial results twice
a year, the AGM presentation and discussion and
regulatory announcements throughout the year, the
Chairman and other members of the Board hold ad hoc
meetings or calls on request with shareholders. This
includes annual discussions with the major shareholders
to gather their views on the Company strategy and
business model. Shareholders of all sizes contact us
throughout the year by letter, phone or e-mail. We
respond to questions on an individual basis or by
regulatory announcements depending on the nature of
questions asked. A summary of the matters covered in
all contact with shareholders, whether by face to face
or electronic means, is given to the Board at the next
available meeting after the discussion or contact.
2. EMPLOYEES
• Section 9 in the Directors’ report explains the
arrangements in place to enable the Company’s staff to
engage with the Board. Given the size of the Company’s
workforce, rather than adopting one of the methods of
engagement in provision 5 of the 2018 Code, the Board
reviewed and determined that the current arrangements
are sufficient.
Review of Operations (Continued)
15
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
3. CONTRACTORS AND SUPPLIERS
• All contractors are subject to thorough review by our
property management team when first appointed
and periodically thereafter. All contractors must sign
up to our Contractor Code of Conduct. Similarly, all
consultants or advisers are subject to review by the
Board before appointment. Major appointments – such
as the external auditors are subject to a formal tender
process and annual appointment. Regular contact
between the part of the business that engages the
contractor/supplier means that we are able to provide
and receive feedback to improve the level of service
going forward.
4. FUNDERS – BANKS
• The CFO holds regular meetings with our principal
banks. At the time that facilities are renewed the CEO
and CFO negotiate the new agreement.
5. CUSTOMERS – TENANTS AND BUYERS
REGULATED TENANCIES
• These tenants form the bulk of our ‘customers’. We
engage with them periodically in relation to services
in the properties, when necessary to ensure our
compliance with all obligations or on an ad hoc basis
should tenants report any issues with the property. While
normal operating practices have been resumed for most
tenants, there remain some who are Covid-19 vulnerable
and we modify our work with them accordingly.
OTHER TENANCIES
• Day-to-day engagement with these tenants tends to be
through the property management team in relation to
maintenance or the renewals team when tenancies are
up for renewal. The same considerations apply to this
group as they do with the regulated tenants.
BUYERS AT VACANT POSSESSION
• These buyers tend to be one-off purchasers so that we
do not have on-going relationships with buyers. We
maintain a close working relationship with the auction
houses and estate agents through whom we sell
properties.
6. CORPORATE REGULATORY BODIES
• This group includes the Financial Reporting Council
(FRC), the Financial Conduct Authority (FCA) and
others who are responsible for developments relevant
to our listing and reporting to our shareholders and
others. Their role includes changes in law, regulations,
listing rules and obligations, accounting and auditing
standards, governance standards and any other relevant
matters. We regularly review issuers’ websites to remain
informed on changes to regulation; similarly our various
external advisers also alert us to developments that
they believe should be brought to our attention. These
reviews will be followed by ad hoc contact as and when
needed for clarification. Similarly, we also assist, when
requested, in the periodic quality reviews carried out by
the FRC and others.
7. OPERATIONAL REGULATORY BODIES
• These bodies include the Gas Safe Register, the Health
and Safety Executive, The Environment Agency and
others. For all, in addition to responding to periodic
updates, we monitor their websites to remain current on
changes to regulation for their application to Mountview,
followed by ad hoc contact as and when needed for
clarification. We have appointed an external consultant
to provide Mountview with its own Health and Safety
policy which our contractors agree to abide by. This is
monitored by the external consultant.
8. LOCAL GOVERNMENT
• We liaise with various local Government bodies
and review their websites on a need to know basis.
Departments in local Government that we may contact
on a property specific basis include Social Services
& Environmental Health. We are currently using the
Ministry of Housing, Communities & Local Government
website in order to ensure compliance with Energy
Performance Certificates. We also have regular contact
with rent officers on matters concerning rent, property
condition and maintenance and other matters that may
arise on an ad hoc basis and periodic contact with local
planning officers as and when works on properties,
including trees with TPOs, need permission before work
can start.
Mountview Estates P.L.C. Annual Report and Accounts 2023
16
9. PROFESSIONAL ADVISERS
CORPORATE ADVISERS INCLUDING AUDITORS
• We have long standing relationships with the advisers
noted on page 26. We work with them on a combination
of retainer or ad hoc basis as they assist when matters
relevant to their area of expertise arise – including input
to the Annual Report and Accounts, including TCFD
matters, and related market communications. Our
engagement with the auditors is set out in the Report of
the Audit and Risk Committee on page 46.
In addition we work with a range of other external
specialists as needed. For example in the current year
this has included working with Allsops on the valuation
of investment properties (see Note 13 on page 76),
EcoAct in relation to our Carbon reporting (see Note 7
on pages 29 to 31), Tax Systems in relation to our ESEF
filing and publication and Winckworth Sherwood LLP on
employment matters.
OPERATIONAL ADVISERS
• These advisers include the legal advisers that we work
with, notably on property transactions, and auctioneers
and agents who form an essential part of the sales
process when properties become vacant
10. LOCAL COMMUNITIES
• We engage early with local communities when
maintenance work could affect them for example
location of skips or disruption during works. Where
possible when maintenance work is needed on our
properties we employ well regarded locally based
contractors who meet the criteria in our Contractor Code
of Conduct.
Review of Operations (Continued)
17
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
TASK FORCE ON CLIMATE-RELATED FINANCIAL
DISCLOSURES (TCFD) SUMMARY
INTRODUCTION
Mountview is a supporter of the TCFD including assessing, managing and reporting climate-related risks. This TCFD report
summarises Mountview’s response to the TCFD recommendations and specifically the identified risks and opportunities.
Climate-related information is also reported elsewhere in this Annual Report and is cross referenced in the following table
below.
Governance Response Ref
The Board’s oversight of climate-related
risks and opportunities
Mountview’s Board oversees climate-
related matters and reviews reports from
the Audit and Risk Committee and Climate
Working Group (CWG) (see below).
Page 19
Mountview’s CWG progresses and leads
on climate-related matters feeding in on
an ongoing basis climate-related risks to
Mountview’s Risk Matrix maintained by the
Audit and Risk Committee. The Risk Matrix
is reviewed at each Board meeting.
Page 11
Management’s role in assessing and
managing climate-related risks and
opportunities
Ultimate responsibility for climate-related
matters lies with Mountview’s Board and
accountability for implementation rests
with the CEO and the Executive Directors.
The CWG was specifically created in Q1
2022 to consider and review climate-
related risks and opportunities.
Page 20
Strategy: Response Ref
Climate-related risks and opportunities the
organisation has identified over the short,
medium and long term
Climate-related risks are included in the
Risk Matrix as principal risks. Risks and
opportunities affecting Mountview over
the short to medium term include extreme
weather impacts and increasing regulation
on the property portfolio and over the
long-term include changing tenant
expectations.
Page 12
Page 21
The impact of climate-related risks and
opportunities on the organisation’s
business, strategy and financial planning
Climate-related risks are considered in
all property acquisitions and property
management decisions.
The implications of transitioning to net
zero are considered during strategic and
financial planning.
Page 22
Mountview Estates P.L.C. Annual Report and Accounts 2023
18
The resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C
or lower scenario
Mountview has developed scenarios and
assessed the property portfolio around
increased regulation and extreme weather
events. Mountview’s strategy includes
upgrading the energy efficiency of the
property portfolio (where possible) in line
with evolving regulation and considering
the impacts of climate such as extreme
temperatures and associated heating/
cooling measures.
Page 23
Risk Management: Response Ref
The organisation’s processes for
identifying and assessing climate-related
risks
The CWG’s climate-related risk assessment
identifies transitional and physical risks.
The CWG’s findings are reviewed by
the Audit and Risk Committee at each
meeting and reported to the Board.
Page 23
The organisation’s processes for managing
climate-related risks
The CWG manages and tracks the
identified climate-related risks and reports
to the Audit and Risk Committee and
ultimately the Board.
Page 23
How processes for identifying, assessing
and managing climate-related risks are
integrated into the organisation’s overall
risk management
Climate-related risks are included in
Mountview’s general risk management
processes using the TRAP (Terminate:
Reduce; Accept; Pass on) model to
determine the response to emerging risks.
Page 12
Page 24
Metrics and targets: Response Ref
The metrics used by the organisation
to assess climate-related risks and
opportunities in line with its strategy and
risk management process
Mountview has Key Performance
Indicators to manage climate-related risks
and opportunities.
Page 24
The organisation’s Scope 1, Scope 2, and
if appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks
Mountview’s Streamlined Energy and
Carbon Report (SECR report) includes
Scope 1, Scope 2 and relevant Scope 3
GHG emissions.
Page 29 to 31
The targets used by the organisation
to manage climate-related risks and
opportunities and performance against
targets
The CWG has identified short term
priorities for the coming year which have
received Board approval.
Longer term, Mountview has committed to
meeting net zero for Scope 1 and Scope
2 and required Scope 3 GHG emissions
before 2050.
Page 25
Page 22
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19
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
GOVERNANCE
1. BOARD OVERSIGHT OF CLIMATE-RELATED RISKS AND OPPORTUNITIES
Mountview’s Board oversees and has ultimate responsibility for climate-related matters supported by the senior
management teams. The Board receives and reviews reports from the Audit and Risk Committee which is responsible for
maintaining the Risk Matrix and are advised by the CWG in relation to climate-related risks.
Mountview’s CWG includes the Chair, Head of Property Management, Head of IT, deputy CFO and a Non-Executive
Director as an independent observer to scrutinise recommendations, and was specifically created in Q1 2022 to consider
and review climate-related risk and opportunities. The CWG progresses and leads on climate-related matters feeding in on
an ongoing basis climate-related risks to Mountview’s Risk Matrix which includes:
• previously identified risks plus
• any emerging risks or
• developments on any risk that may impact on the nature or characteristics of the risks or the proposed response.
The CWG reports quarterly to the Board and shares this information with the Audit and Risk Committee on any climate-
related matters arising including, but not limited to those items included in the Action Plan (page 25). In more urgent
cases the CWG has direct access to the Board via the CEO or Chair. The CWG undertakes an annual climate-related
risk assessment (which involves horizon scanning, assessing position on property inspections / maintenance, reviewing
the Environmental Agency data to assess the properties at risk, and updating on the status and impact of impending
legislation) and this feeds into and informs the Board during their annual strategic business review which includes a
consideration of climate-related issues. After each CWG meeting, the departmental heads review the outcomes which flow
down into the relevant teams and are then taken into account when making business decisions.
The Audit and Risk Committee considers and reviews the Risk Matrix at every meeting (held at least five times per year).
The Risk Matrix is reviewed at each Board meeting (held at least five times per year). Additionally, the Board receives ad
hoc reports if there are any significant developments identified by the CWG that may affect the business. Further, the Board
receives updates on any climate-related matters raised following any shareholder and other stakeholder engagement.
Climate-related issues are also considered by the Board and Executive Directors upon property acquisition or other major
investment decisions, and the Executive Directors consider climate-related issues when setting, or on an exceptional basis
when re-visiting business objectives.
Mountview Estates P.L.C. Annual Report and Accounts 2023
20
New Board appointments now include consideration of ESG skills competency and experience. Existing Board members’
competency are reviewed during the annual review by the Nomination Committee. The CWG undertakes annual ESG
training including on climate-related matters Mountview is considering implementing over the coming year a structured
approach to climate training (see note 9 on page 32).
The management structure is explained in the diagram below.
Property
Management
Department
Property Trading
Group
Tenant and Rental
Management
Other
Departments
Administration
Accounting
IT
The Board
Ultimate responsibility for climate-related matters.
The Audit and Risk
Committee
Identifies and reviews the
Risk Matrix and reviews
climate-related risks.
Reports into the Board.
The Climate Working
Group (CWG)
Leads work on climate-
related matters, with
oversight from the
Non-Executive Directors.
Reports quarterly to the
Board.
Direct report Informal, ad-hoc reporting
2. MANAGEMENT’S ROLE IN ASSESSING AND MANAGING CLIMATE-RELATED RISKS AND
OPPORTUNITIES
The Board has ultimate responsibility but has delegated operational responsibility for management of climate-related
issues to the Executive Directors with advice from the CWG.
Mountview’s principal risks, which include climate-related risks (see note 8 on page 12), action plans and priorities
identified by the CWG are considered with departmental heads. This includes the property acquisition team and property
management team so risks can be considered during the property acquisition process and subsequently as part of the
property maintenance programme. These arrangements include an escalation process to the Executive Directors or the
Board as deemed necessary depending on the nature of the risk.
Examples of climate-related risks and opportunities arising during 2022 for Mountview include:
• Exposure to and contingency plans arising from the 2022 wildfires (no Mountview properties were affected in 2022) and
any extremes in temperatures (e.g. requirements for heating/cooling infrastructure);
• Review of climate-related risks covering both physical risks (e.g. flooding) and transition risks (e.g. taking account of
Environmental Performance Certificate (EPC) ratings during the 22/23 acquisition programme); and
• Consideration of further steps to reduce Mountview’s carbon footprint in alignment with Mountview’s net zero aims.
Day-to-day responsibility for assessing and managing climate-related risks and opportunities and taking appropriate steps
towards Mountview’s net zero aims rests with departmental heads who report to the Executive Directors.
Review of Operations (Continued)
21
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
STRATEGY
3. CLIMATE-RELATED RISKS AND OPPORTUNITIES IDENTIFIED OVER THE SHORT, MEDIUM AND LONG
TERM
Mountview has adopted the following time horizons for considering all risks, including climate risks:
• operational risks are short-term, up to two-years;
• tactical risks are medium-term, up to ten years; and
• strategic risks are long-term, beyond ten years.
As a property trading company, the property portfolio will substantially change within the medium-term horizon due to
properties being sold when tenancies end. Therefore, risks identified under short- and medium-term time horizons are
focused on the nature and condition of the current portfolio. The strategic risks set principles to be borne in mind when
refreshing the portfolio. The identified risks are discussed with shareholders when considering Mountview’s strategy and risk
profile.
The potential climate-related risks identified in Mountview’s Risk Matrix that may have a financial impact are:
Risk / opportunity Timeline Business response
Transition Risks:
Increasing energy costs Short-term • Review of managed property to increase energy efficiency
Costs of meeting tighter EPC
Regulations and similar regulations
Medium-term • Existing EPC plans to be reviewed and updated to comply
with future potential EPC Regulations
• EPC considerations built into property acquisition due
diligence and offer pricing
• Assessing costs of required modifications
Changing tenant expectations
(e.g. due to heat stress and rising
energy costs)
Long-term • Property acquisitions due diligence includes climate risks and
energy efficiency considerations
• EPC programme noted above considers improvements to
property performance
• Communication with tenants on the economic and
environmental benefits of options offered to them
Physical Risks:
Increased risk of flooding Short-medium term • Contingency plans developed for properties in ‘at risk’ areas.
• Acquisition due diligence includes flood risk assessment
Increased severity and frequency
of extreme weather events
Medium- term • Acquisition due diligence includes physical climate risks
assessment
• Contingency plans developed for properties in ‘at risk’ areas
The Risk Matrix considers the impact and probability of incidence of all risks, including climate-related risks, using a High/
Moderate/Low scale.
Monitoring the progress of EPC legislation and its requirements and the proposed modification financial cap per property
is a key aspect for the Board, the property management team and the CWG. The property management team constantly
monitor the portfolio and will use this knowledge to establish an EPC implementation plan (as undertaken during the
previous iteration of EPC legislation) once the requirements are known.
Mountview Estates P.L.C. Annual Report and Accounts 2023
22
4. IMPACT OF CLIMATE-RELATED RISKS AND OPPORTUNITIES ON MOUNTVIEW’S BUSINESS, STRATEGY,
AND FINANCIAL PLANNING
The impacts of climate-related risks and opportunities on Mountview’s business include:
• Property portfolio: Increased wear and tear on buildings from extreme climate events e.g. subsidence, heat stress;
• Property maintenance: Improvement costs to comply with EPC ratings or similar regulations and general maintenance;
• Operational matters: Disruption to supply chain or damage to Mountview’s physical fixed assets; and
• Acquisitions: Increased incidence of climate risks in properties under consideration for acquisition.
Climate-related issues are considered as part of the annual strategic review of the business and potentially affect
acquisitions, maintenance, refurbishment and day to day operational matters.
To mitigate potential climate-related risks and integrate opportunities the acquisition due diligence and property
maintenance processes have been reviewed and updated to reflect the identified climate-related risks (e.g. to avoid
exposing Mountview to high climate risk factors, encourage recycling and offering options to enhance energy efficiency
when undertaking modifications / refurbishments).
The potential impacts on Mountview’s financial position and financial performance include:
• Increased costs related to energy procurement and compliance with regulation;
• Reduction in property values following damage arising from extreme weather events; and
• Requirement to re-locate tenants due to physical climate risks or any potential non-compliance due to tighter EPC
regulations.
Mountview’s medium-term financial planning anticipates estimates of the costs required to improve properties (e.g. to
comply with EPC regulations or any upward trend in damage arising from physical climate risks). The timeline for this is up
to ten years to align with the Company’s medium-term horizon noted above.
Mountview self-insures and undertakes and finances repairs as they become necessary and to supplement this, maintains
a reserve which is reviewed on an annual basis and maintained as a precautionary measure. The treatment of financial
accounting for climate related works is kept under review.
The external valuations of Mountview’s investment property portfolio will incorporate climate-related considerations
including the costs to improve buildings to meet future regulatory requirements.
Mountview has committed to achieving net zero carbon for Scope 1 and Scope 2 and required Scope 3 GHG emissions
by 2050 to align with the Paris Agreement objective of 1.5 degrees. Mountview’s net zero carbon roadmap sets out the
approach to achieve this through targeting three steps:
1. Identification of carbon exposure;
2. Implementation of steps to reduce such exposure; and
3. Once all steps have been exhausted using recognised schemes to offset any remaining exposure.
Despite Mountview’s limited carbon exposure (as reported in the SECR report on page 30) while steps 1 and 2 are in
progress step 3 is under consideration.
Review of Operations (Continued)
23
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
5. RESILIENCE OF MOUNTVIEW’S STRATEGY, TAKING INTO CONSIDERATION DIFFERENT CLIMATE-
RELATED SCENARIOS
Mountview has assets that are potentially vulnerable to both physical and transition risks. Therefore, Mountview has
considered scenarios that reflect:
• Physical risks associated with a temperature increase up to 1.5 degrees; and
• Transition risks associated with increasing regulation.
Mountview considers the business’s strategy currently to be resilient under both climate scenarios.
These scenarios were considered over two timelines aligned with those noted above for risks being medium term (up to ten
years) and long term (beyond ten years).
The longer-term risks identified focus on principles to be adopted when refreshing the portfolio. Refreshing the portfolio
in the longer term is anticipated to take into consideration applicable regulation and climate-related conditions and so
minimise shareholders’ exposure to any unnecessary risks.
In the medium-term Mountview identified potential exposure to physical risks arising from flooding and high winds but for
such to become material risks these would need be widespread and persistently recurrent.
Mountview’s exposure to transition risks in the short-term e.g. to tighter EPC legislation may involve a cost over the
implementation period which will be assessed once requirements are clear.
In the event of further regulation either covering EPC or other property related matters, then at that time we would review
criteria in relation to property management and acquisition to either avoid or mitigate the effects of such regulation on the
Company.
RISK MANAGEMENT
6. PROCESSES FOR IDENTIFYING, ASSESSING AND MANAGING CLIMATE-RELATED RISKS
Climate-related risks are included in the Risk Matrix and as a principal risk on page 12. The process for compiling, review
and maintenance of the Risk Matrix is noted on page 11 and the responsibility for managing risks is as described in section
7 below.
As described in the emerging risks section (page 12), Mountview identifies new or emerging risks, or changes in currently
identified risks, including climate-related risks and opportunities, both from within Mountview through ongoing day to
day management and staff experience and engagement, and from external sources such as industry bodies, institutes and
associations and through advice from external consultants / advisers.
Any suggested changes by the CWG are forwarded to the Audit and Risk Committee for consideration when reviewing the
Risk Matrix. Any changes arising from this process are subsequently discussed at the next Board meeting.
7. MOUNTVIEW’S PROCESS FOR MANAGING CLIMATE-RELATED RISKS
Responding to active climate-related risks is built into Mountview’s processes for monitoring the current portfolio and for
screening property acquisitions as follows:
• For existing properties - risks are identified through on-site reviews of properties by the property management team or
contractors working on site, tracking EPC performance and by screening the portfolio against databases of known risks
e.g. flood risk. The results are used to inform the property management team’s work programme.
• For new acquisitions - the acquisition due diligence process includes consideration of both physical and transition
risks on a property by property basis. For any identified risks, the acquisitions team investigate further (including where
necessary physical site investigations) to take any risks into account before concluding whether to make an offer, and if
so at what level.
Any actions needed to manage a climate-related incident are handled under delegated authority by the department heads
and their teams, with escalation to the Executive Directors and the Board in the event of a major incident.
Mountview Estates P.L.C. Annual Report and Accounts 2023
24
8. INTEGRATING CLIMATE-RELATED RISKS INTO MOUNTVIEW’S OVERALL RISK MANAGEMENT PROCESS
A description of Mountview’s overall approach to risk management including climate-related risks are summarised in the
Principal Risks section on pages 11 and 12.
Climate risks identified as high probability and where the consequences can be clearly identified and quantified are added
into the relevant departmental work programmes so they can be incorporated into ongoing property acquisition and
management processes. Other risks are retained within the Risk Matrix and actively monitored by the CWG (see Action
Plan on page 25) including developing a response plan should the risk arise.
METRICS AND TARGETS
9. METRICS USED BY MOUNTVIEW TO ASSESS CLIMATE-RELATED RISKS AND OPPORTUNITIES
Mountview uses the following metrics to track climate-related risks and opportunities
Metric FY22-23 FY21-22
Physical risks
Number/Value of assets in locations with medium or high exposure to flooding 49/5.8m 42/£4.2m
The incidence of maintenance triggered by extreme weather conditions <5% of Maintenance <5% of Maintenance
Transition risks
Electricity consumption 83.8 MWh 90.5 MWh
Renewable electricity consumption 100% renewable 100% renewable
EPC Ratings:
Meets EPC E rating or has exemption 90.4% 91.4%
Works in progress/access issues 9.6% 8.6%
10. SCOPE 1, 2 AND 3 GHG EMISSIONS AND RELATED RISKS
Mountview’s Scope 1, Scope 2 and required Scope 3 emission (which includes energy use in common parts where such are
Mountview’s responsibility) are computed by EcoAct and summarised in our Streamlined Energy and Carbon Report on
pages 29 and 30.
Additionally, Mountview recognises that there is a carbon impact associated with tenants living in the properties. The nature
of regulated tenancies means that, unless it is essential in order to comply with legislation, improvements need the prior
agreement of tenants all of whom have direct or indirect links to occupation of the property pre-dating 1989. Therefore, if
improvement works are deemed to be required then options are provided that meet the necessary standards and describe
their associated climate impact. The chosen option is agreed with tenants in advance of commencing work
The choice of energy provider is ultimately the tenant’s decision and thus is outside of Mountview’s organisational boundary,
although Mountview seek to recommend low carbon energy sources. Given the legal requirements and difficulties in
gathering relevant energy data tenant’s emissions are currently not collected or reported but Mountview is keeping this
under review.
Review of Operations (Continued)
25
Mountview Estates P.L.C. Annual Report and Accounts 2023
STRATEGIC REPORT
11. TARGETS USED BY MOUNTVIEW TO MANAGE CLIMATE-RELATED RISKS
The CWG has identified the following Action Plan for the coming year:
• As a part of the existing site inspection programme, a review will be undertaken at a property level to assess the
exposure to flood or other risks faced by the properties identified through Environment Agency data and developing
contingency plans for the necessary action in the event of a threat materialising.
• Ongoing compliance work to ensure the property portfolio meets an E rating or has a valid exemption pursuant to the
current EPC legislative requirements.
• Monitoring the development of the EPC legislation and, once requirements clarify, developing plans to achieve
compliance.
• Continuing to reduce the SECR reported emissions by upgrading the car fleet to hybrid when leases end and seeking
renewable energy sources where possible.
• Keeping under review the extent of required Scope 3 reporting and exposures as new sources are identified.
• Acting on the recommendations from EcoAct, including monitoring the energy efficiency in offices and the data of
employees working from home and calculating employee business mileage.
• Appropriate and relevant training for the Board, CWG and staff members as appropriate throughout the year.
COMPLIANCE STATEMENT
Mountview confirms it believes that:
1. The climate-related financial disclosures for the year ended 31 March 2023 are consistent with the TCFD
recommendations and recommended disclosures (as defined in Appendix 1 of the Financial Conduct Authority Listing
Rules), noting that Scope 3 emissions disclosure relating to tenant emissions are currently not reported as they fall
outside of Mountview’s operational control.
2. The annual disclosure is contained in the pages above, please also see the SECR section (pages 29 to 31) and our
sustainability section on page 31.
3. The detail of the climate-related financial disclosures is conveyed in a decision-useful format to the users of this report.
Mountview Estates P.L.C. Annual Report and Accounts 2023
26
Directors and Advisers
as at the date of this Annual Report and Accounts
MR D.M. SINCLAIR FCA (CEO)
Joined the Company as Company Secretary in 1977,
became a Director on 1 January 1982 and succeeded
his late father as Chairman on 5 June 1990. Retained
the position of Chief Executive (CEO) when the roles of
Chairman and CEO were split into separate roles in 2013.
Fellow of the Institute of Chartered Accountants in England
and Wales.
MRS M.M. BRAY FCCA (CFO)
Joined the Company in 1996 and became Company
Secretary. Became a Director on 1 April 2004. Fellow of the
Association of Chartered Certified Accountants.
NON-EXECUTIVE DIRECTORS
MR A.W. POWELL FCA FIMC* (CHAIRMAN)
Joined the Company as Non-Executive Director on
1 April 2018, assumed the role of Acting Chairman on
31 March 2019, and was confirmed as Chairman on
19 November 2019. Mr Powell is a fellow of the Institute of
Chartered Accountants in England and Wales and a fellow
of the Institute of Management Consultants.
* Mr A.W. Powell was considered at the time of his
appointment in 2018, and at the time of his appointment
as Chairman in 2019, to be independent for the purposes
of the 2018 Code.
MS M.L. ARCHIBALD MRICS*
(CHAIR OF THE REMUNERATION COMMITTEE)
Joined the Company as a Non-Executive Director on
1 July 2014. Member of the Royal Institution of Chartered
Surveyors. She has held various roles with property advisers,
including Jones Lang Lasalle, and now acts as an adviser to
clients in a range of property sectors, including residential
and commercial property.
* Ms M.L. Archibald is considered to be independent for
the purposes of the 2018 Code.
DR A.R. WILLIAMS
Joined the Company as a Non-Executive Director on
1 December 2015. Dr Williams is a qualified member of the
medical profession, and a member of the Sinclair concert
party. He represents the interests of the family and private
shareholders generally.
SECRETARY AND REGISTERED OFFICE
Mrs M.M. Bray FCCA
Mountview House,
151 High Street,
Southgate,
London N14 6EW
BANKERS
HSBC Bank Plc
1-3 Bishopsgate,
London EC2N 3AQ
Barclays Bank PLC
One Churchill Place,
London E14 5HP
AUDITORS
BSG Valentine (UK) LLP
Lynton House,
7–12 Tavistock Square,
London WC1H 9BQ
SOLICITORS
Norton Rose Fulbright LLP
3 More London Riverside,
London SE1 2AQ
REGISTRARS AND TRANSFER OFFICE
Link Group
10th Floor,
Central Square,
29 Wellington Street,
Leeds LS1 4DL
BROKERS
Singer Capital Markets
One Bartholomew Lane,
London EC2N 2AX
FINANCIAL ADVISERS
SPARK Advisory Partners Limited
5 St John’s Lane,
London EC1M 4BH
27
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
Directors’ Report
The Directors (as listed on page 26) have pleasure in presenting to the Members their 86th Annual Report together with
the Financial Statements for the year ended 31 March 2023. The Corporate Governance Statement on pages 36 to 40 forms
part of this Directors’ Report and is incorporated into the Directors’ Report by reference. Additional information which is
incorporated by reference into this Directors’ Report, including information required in accordance with the Companies Act
2006 can be found as follows:
Disclosure Location
Financial risk management objectives and policies Notes to the financial statements, pages 70 and 71
Statement of Directors’ responsibilities page 35
Directors’ interests in share capital Remuneration Report, page 60
Compensation for loss of office arrangements. Remuneration Report, pages 54 and 55
For the purpose of LR 9.8.4R, the only information required to be disclosed can be found in the following locations:
Disclosure Location
Agreements with controlling shareholder Directors’ Report, Note 19, page 33
All other sub-sections of LR 9.8.4R are not applicable.
1. RESULTS AND DIVIDENDS
The results for the year are set out in the Consolidated Statement of Comprehensive Income on page 61.
The Directors recommend the payment of a final dividend of 250 pence per share. The dividend will be paid on 14 August
2023, subject to approval at the Annual General Meeting (AGM) on 9 August 2023, to shareholders on the register at the
close of business on 7 July 2023.
Details of the AGM, including the notice of AGM, are set out on pages 100 to 104.
2. ACTIVITIES
The principal activities of the Company and its subsidiary undertakings are as follows:
PARENT COMPANY
Mountview Estates P.L.C. Property Trading
Registered Office: Mountview House, 151 High Street, Southgate, London, N14 6EW
Registered in England 328020
SUBSIDIARY UNDERTAKINGS (WHOLLY OWNED)
Hurstway Investment Company Limited Property Trading
Registered Office: Mountview House, 151 High Street, Southgate, London, N14 6EW
Registered in England 344034
Louise Goodwin Limited Property Investment
Registered Office: Mountview House, 151 High Street, Southgate, London, N14 6EW
Registered in England 691455
A.L.G. Properties Limited Property Investment
Registered Office: Mountview House, 151 High Street, Southgate, London, N14 6EW
Registered in England 508842
3. BOARD OF DIRECTORS
The names of the current Directors, along with their details, are set out on page 26 and are incorporated into this report
byreference.
Mountview Estates P.L.C. Annual Report and Accounts 2023
28
4. APPOINTMENT AND RETIREMENT OF DIRECTORS
The appointment and retirement of Directors is governed by the Company’s Articles of Association, the 2018 Code, the
Companies Act 2006 and related legislation. The Articles of Association contain the following provisions relating to the
appointment and replacement of Directors:
• The Company may, by ordinary resolution, appoint a person who is willing to act as a Director, either to fill a vacancy or
as an addition to the existing Board
• The Board has the power to appoint any person who is willing to act as a Director, either to fill a vacancy or as an
addition to the existing Board. Any such Director holds office until the next AGM and may offer themself for election
• The total number of Directors (other than any alternate Directors) must not be more than 12 or less than two
• In addition to any power to remove a Director conferred by Section 168 of the Companies Act 2006, the Company may,
by ordinary resolution, remove any Director before the expiration of his or her period of office, but without prejudice
to any claim for damages which he or she may have for breach of any contract of service between him or her and the
Company. The Company may then appoint another person, who is willing to act, as a Director in his or her place in
accordance with the Articles of Association.
In accordance with the 2018 Code all Directors will seek re-election at the 2023 AGM.
The Nomination Committee report on pages 41 and 42 describes the process currently used for identifying and appointing
new Directors to the Board.
5. SHARE CAPITAL
The authorised share capital of the Company as at 31 March 2023 was £250,000 divided into 5,000,000 Ordinary Shares of5p,
of which 3,899,014 were in issue (2022: 3,899,014). As at 4 July 2023, there has been no change in the issued share capital.
The rights and obligations attaching to the Company’s shares, as well as the powers of the Company’s Directors,
are set out in the Company’s Articles of Association, a copy of which can be viewed on the Company’s website at
www.mountviewplc.co.uk.
There are no restrictions concerning the transfer of shares in the Company, no special rights with regard to control attached
to the shares, no agreements between holders of shares regarding transfer known to the Company and no agreement
which the Company is party to that affects its control following a takeover bid.
Changes to the Company’s Articles of Association must be approved by shareholders in accordance with the Articles of
Association and legislation in force from time to time.
6. NOTIFIABLE INTERESTS IN SHARE CAPITAL
As at 4 July 2023, the following disclosures of major holdings of voting rights have been made (and have not been amended
or withdrawn) to the Company pursuant to the requirements of Chapter 5 of Disclosure Guidance and Transparency Rules:
Ordinary
Shares of 5p
each
% of Issued
Share
Capital
Mr Phillip Wheater, Mr David Wright and Mr Alistair Sinclair, Trustees of the Frank and
Daphne Sinclair Grandchildren Settlement* 381,193 9.78
Mrs M.A. Murphy** including:
• BBTJ 402,000
• ALFL Ltd 79,350 598,545 15.36
Mrs E. Langrish-Smith** 307,000 7.87
Mrs A. Williams** 133,250 3.42
Mrs S. Simkins** 148,220 3.80
Talisman Dynamic Master Fund Ltd* 278,088 7.13
* Denotes indirect holding.
** Denotes combined direct and indirect holding.
Directors’ Report (Continued)
29
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
7. STREAMLINED ENERGY AND CARBON REPORTING DISCLOSURES
INTRODUCTION
The Directors of Mountview Estates P.L.C are required to report its energy consumption and greenhouse gas (GHG)
emissions as part of its Annual Report and Accounts, in accordance with the Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report) Regulations 2018, also known as Streamlined Energy and Carbon
Reporting (SECR).
Mountview engaged EcoAct Ltd (EcoAct), to calculate its energy consumption and carbon footprint for the reporting period
of 1 April 2022 to 31 March 2023.
EcoAct’s scope of work was to:
• Define the reporting boundary and collect the required data;
• Calculate Mountview’s energy consumption and carbon footprint;
• Report the result and analysis.
EcoAct is a world-leading carbon management consultancy with a proven track record of helping organisations to measure,
reduce and offset their carbon emissions.
EXECUTIVE SUMMARY
Total gross GHG emissions in the reporting period were 60.3 tCO
2
e, which can be attributed as follows:
• Direct Emissions (Scope 1) 30.9 tCO
2
e or 51% of the total
• Indirect Emissions (Scope 2) 17.2 tCO
2
e or 29% of the total
• Indirect Other Emissions (Scope 3) 12.2 tCO
2
e or 20% of the total.
The results are presented below:
Figure 1: Total Emissions Broken Down by Activity and Scope
2023 2022
Type of Emissions Activity tCO
2
e % of Total tCO
2
e % of Total
Direct (Scope 1) Natural Gas 12.8 21% 12.9 19%
Company Vehicles 18.1 30% 19.5 29%
Subtotal 30.9 51% 32.4 48%
Indirect (Scope 2) Electricity used in company hybrid vehicles 1.0 2% 0.8 1%
Electricity 16.2 27% 19.2 29%
Subtotal 17.2 29% 20.0 30%
Indirect (Scope 3) WTT and T&D (All Scopes) 12.2 20% 15.1 22%
Subtotal 12.2 20% 15.1 22%
TOTAL (tCO
2
e)
60.3
100%
67.5
100%
1.
Under the Mandatory Greenhouse Gas Regulation, a company is required to report its scope 1 and 2 emissions. It is not mandatory to report scope 3
emissions.
2.
An operational control boundary was used to calculate Mountview’s carbon footprint.
3.
Company hybrid mileage (31,500 miles) is also included in the company vehicle mileage (77,500 miles) reported above. Hybrid vehicle usage is associated
with both Scope 1 emissions (fuel consumption of vehicles) and Scope 2 emissions (electricity consumption of vehicles).
Mountview Estates P.L.C. Annual Report and Accounts 2023
30
Figure 2: GHG Emissions (tCO
2
e) by Activity (2022-23)
Purchased
Electricity
16.2
Company
Owned Vehicles
19.1
WTT and
T&D
12.2
Natural
Gas
12.8
Figure 3: Emissions Intensity Metrics
Figure 3 shows a year-on year comparison of emissions intensities using revenue and number of FTEs as normalisation
factors:
Intensity Metric 2022/23 2021/22 % Change
Total Emissions (tCO
2
e) 60.3 67.5 -10.7%
Revenue (£’mil) 73.6 66.0 11.5%
Number of employees (staff and directors) 29 29 0.0%
tCO
2
e per employee 2.1 2.3 -8.7%
tCO
2
e per £’mil turnover 0.8 1.02 -21.6%
Total emissions normalised by the number of employees decreased by 8.7%, whereas total emissions per million £ of
turnover decreased by 21.6%.
YEAR-ON-YEAR ANALYSIS
Emissions produced by Mountview have decreased by 10.7% compared to last year from, 67.5 tCO
2
e to 60.3 tCO
2
e.
Scope 1 emissions have decreased by 4.7%, from 32.5 to 30.9 tCO
2
e compared with the previous reporting year. This is due
to:
• Emissions from company vehicles have decreased by 7.2%. This is due to the change of one diesel vehicle to plug-in
hybrid vehicle.
• Scope 1 emissions from natural gas have decreased by 0.9%.
Scope 2 emissions have decreased by 14.1% compared to the previous reporting year. This can be attributed to:
• A 9% decrease in the emission factor for UK grid electricity.
• The office electricity consumption (kWh) decreased by 7.3%; the estimated electricity consumption in managed
communal areas decreased by 7.9%.
• A small percentage (5.8%) of Scope 2 emissions is attributed to the plug-in hybrid company vehicles that consume
additional electricity.
Emissions from electricity account for 28.5% of Mountview’s overall carbon footprint. In addition to its head office,
Mountview are also responsible for electricity use in the communal areas of 27 managed blocks of flats. Emissions have
been estimated for these flats using the following assumptions:
• The Company pays an average £47 electricity charge per managed flat towards communal areas.
• The Company covers communal area charges for 27 properties.
• The average electricity standard rate is 25.2p/kWh. This is based on the average price of electricity purchased by
non-domestic consumers in the UK with “very small” properties, for the last 3 quarters of 2023.
Directors’ Report (Continued)
31
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
REFERENCES
The following sources have been used for the completion of this document:
• ‘UK Government GHG Conversion Factors for Company Reporting’ for 2022, released by Department for Business,
Energy and Industrial Strategy and Department for Environmental Food and Rural Affairs, as found in
https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2022.
• ‘Prices of fuels purchased by non-domestic consumers in the UK’, Table 3.4.2, March 2023, Department for Business,
Energy & Industrial Strategy, as found in https://www.gov.uk/government/statistical-data-sets/gas-and-electricity-
prices-in-the-non-domestic-sector.
• The Greenhouse Gas protocol- A Corporate Accounting and Reporting Standard, revised edition', as found in
https://ghgprotocol.org/sites/default/files/standards/ghg-protocol-revised.pdf
8. SUSTAINABILITY AND CLIMATE CHANGE
As an asset owner and manager Mountview sits at the top of the investment chain and uses this position to influence those
that we work with in relation to factors such as air pollution and energy uses. We do this in a number of ways including:
• Using local contractors wherever possible to reduce travel needed and also retain the economic and social benefits of
work done within local communities
• Using sustainable source electricity suppliers
• On expiry of leases, replacing cars leased by the Group with hybrid models
• Converting lighting to ‘eco-lamps’ where possible
• We have obtained an Energy Performance Certificate (E.P.C.), or have valid exemptions for 91.4% of properties in our
portfolio with 6.6% awaiting re-test and 2.0% yet to review due to access issues. Following these reviews, we have
undertaken, where necessary, loft insulation, cavity wall insulation, provision for storage heaters and dual plate power
meters
In conjunction with our external advisers, we continue to monitor developments in relation to climate change.
As noted in the Strategic Report, given the size of the Company and the current low impact on the environment as outlined
above, the Company has informal rather than formal environmental policies. However this matter is kept under regular
review including during consideration of risks as an agenda item at Board meetings and should the Board consider that due
to external or internal developments that formulating formal policies would be beneficial then we would draft and adopt
the relevant policies.
9. EMPLOYEES
Notwithstanding that the Group’s strategy, business model and operations are long established with well developed
underlying processes that reflect our business drivers, the performance of the business could not be sustained without
a strong, skilled and knowledgeable workforce who enjoy their work at Mountview. This is manifested in one statistic in
particular which is the average time in role of our staff – which currently stands at over 13 years. The Group has family
roots and it is our belief that a similar feel remains today within what is a small and highly skilled workforce of 24 staff plus
the Directors. This is an environment in which every member of staff meets and talks with one or both of the Executive
Directors, if not on a daily basis then on a weekly basis, either face-to-face or using electronic means.
In addition, the Executive Directors have one on one meetings with staff annually to discuss performance, bonus and salary
levels individually and in general. Matters raised during these discussions are reported to the Board and Remuneration
Committee. In view of the size of the Group and the regular contact with all staff, more formal means of employee
engagement are not considered appropriate at this time. This matter will be kept under regular review.
This regular contact fosters an environment in which staff can air and discuss concerns. It is also the case that staff know that
if there was any matter that they felt might be sensitive to raise within the operational side of the business that they can
approach any of the Non-Executive Directors (NEDs) to discuss the matter.
Mountview Estates P.L.C. Annual Report and Accounts 2023
32
In this regard the Group has policies on whistleblowing and related policies on bribery, gifts, conflicts of interest and related
matters that are included in the staff manual, explained to new staff on joining and are reviewed annually for continued
suitability by the Audit and Risk Committee who report to the Board on this matter.
It is a standing item on the Board agenda to receive a report on and consider any reporting made under these provisions;
during 2022-23 no incidents were reported.
TRAINING:
The Group provides regular training related to the use of computer software and for the general professional development
of the staff concerned. For example we provide appropriate training when there are developments in relevant legislation,
regulation or practice. We are currently identifying providers for training, tailored to roles on climate matters for the Board,
the CWG and all our teams.
We encourage all of our staff to continue their education and support staff following courses aimed at gaining professional
qualifications.
10. DIVERSITY
Mountview is committed to employing and retaining a skilled workforce with a diversity of qualifications and talents from
a variety of backgrounds. Given the infrequency of recruitment Mountview does not have a formal diversity policy, instead
having regard to evolving best practice at the time of an appointment. The Company is committed to equal opportunities
for all and that recruitment and selection be strictly on the basis of merit and ability.
As at 31 March 2023, the Group had one female Executive Director, Mrs Marie Bray, who has been on the Board since
2004, and one female NED, Ms Mhairi Archibald, who has been on the Board since July 2014. Female Board membership
represented 40% of the Board.
The Group has seven Senior Managers (who are not Directors), three of whom are female.
Of the 24 employees and 5 directors in the Group, 11 are male and 18 are female.
Further details on diversity matters are included in our Nomination Committee Report on pages 42 and 43.
11. SIGNIFICANT AGREEMENTS
Certain banking agreements to which the Group is a party (described in Note 18 to the Consolidated Financial Statements)
alter or terminate upon a change of control of the Group following a takeover bid.
There are no other significant agreements to which the Group is a party that take effect, alter or terminate upon a change of
control of the Group following a takeover bid.
There are no contractual or other agreements or arrangements in place between the Group and third parties which, in the
opinion of the Directors, are essential to the business of the Group.
12 DIRECTORS’ INTERESTS IN CONTRACTS
There was no contract in existence during or at the end of the financial year in which a Director of the Company is, or was,
materially interested, and which is or was significant in relation to the Group’s business.
13. DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
The Company purchases liability insurance covering the Directors and Officers of the Company and its Subsidiary
undertakings and this has been in place throughout the financial year under review.
The Company’s Articles of Association at Article 163 permit the provision of indemnities to the Directors (at the discretion of
the Board), which constitute qualifying third party indemnity and qualifying pension scheme indemnity provisions under the
Companies Act 2006.
Directors’ Report (Continued)
33
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
14. HEALTH AND SAFETY
The Group is committed to achieving a high standard of health and safety. The Group regularly reviews its health and safety
policies and practices to ensure that appropriate standards are maintained. The gas supply and appliances within all of the
Group’s relevant residential properties are independently inspected under the Gas Safety (Installation and Use) Amended
Regulations 1996 and certificates of compliance obtained. Similarly there is a regular programme of electrical inspections.
We are complying with fire and health and safety legislation. The Group satisfies its commitments in respect of any remedial
work identified by these inspections.
15. GOING CONCERN BASIS
The Directors continue to adopt the going concern basis in preparing the accounts.
The financial position of the Group including key financial ratios is set out in the Review of Operations on page 10.
The Group is historically profitable, has considerable liquidity and regularly reviews its long-term borrowing facilities with its
lenders. As a result, the Directors believe the Group is very well placed to manage its business risks successfully and have
a good expectation that both the Company and the Group have adequate resources to continue their operations for the
foreseeable future.
The Group’s longer term Viability Statement is presented on page 13.
16. AUDITORS
Messrs BSG Valentine (UK) LLP have indicated their willingness to continue in office and a resolution for the reappointment
of BSG Valentine (UK) LLP as auditors for the ensuing year will be proposed at the 2023 AGM.
17. AUDITORS AND DISCLOSURE OF INFORMATION TO THE AUDITORS
So far as each Director is aware, there is no relevant audit information of which the Company’s auditors are unaware.
Each Director has taken the steps that they ought to have taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the Company’s auditors are aware of that information.
18. CONCERT PARTY
Mountview Estates PLC is a family controlled company. There is a concert party in existence whose net aggregate
shareholdings amount to over 50% of the issued share capital of the Company.
19. RELATIONSHIP AGREEMENT
In accordance with the FCA’s Listing Rules (the Listing Rules), the Company has entered into an agreement with the Sinclair
family concert party, which, as it controls more than 30% of the Group’s total issued share capital, is deemed a controlling
shareholder. The relationship agreement is intended to ensure the controlling shareholder complies with the independence
provisions in Listing Rule 9.2.2AR.
Under the terms of the relationship agreement, the Principal Concert Party Shareholder, Mr D.M. Sinclair (a member of
the Sinclair family concert party), has agreed to procure the compliance of other individual members of the Sinclair family
concert party who are treated as controlling shareholders with independence obligations contained in the relationship
agreement. The Sinclair family concert party, as controlling shareholders of the Company have a combined aggregate
holding of over 50% of the Company’s voting rights.
The Board confirms that, since the entry into the relationship agreement as at 4 July 2023, being the latest practicable date
prior to the publication of this annual report and accounts:
• the Company has complied with the independence provisions included in the relationship agreement;
• so far as the Company is aware, the independence provisions included in the relationship agreement have been
complied with by the Sinclair family concert party and their associates; and
• so far as the Company is aware, the procurement obligation included in the relationship agreement has been complied
with by the Principal Concert Party Shareholder.
Mountview Estates P.L.C. Annual Report and Accounts 2023
34
20. GENERAL MEETING
At the AGM held on 10 August 2022, the resolutions concerning the re-election of both Mr A.W. Powell and Ms M. L.
Archibald as Directors of the Company did not receive support of a majority of the independent shareholders who voted,
which is a requirement of the Listing Rules where the Company has a controlling shareholder, and therefore Mr Powell and
Ms Archibald stood for re-election at a general meeting held on 21 November 2022 (General Meeting). Both Mr Powell
and Ms Archibald were re-elected at the General Meeting. Between the 2022 AGM and the General Meeting certain Board
members contacted a number of major shareholders. All shareholders (including the Sinclair family concert party members)
were entitled to vote on the resolutions to re-elect Mr Powell and Ms Archibald at the General Meeting.
As reported through the regulatory announcement to the market, following the 2022 AGM the Company identified as far as
possible those shareholders who did not support the various resolutions and attempted to engage with them to seek their
views. Some shareholders did not wish to engage. The Company remains committed to shareholder engagement and we
will continue to offer to meet with shareholders to take into account their concerns and considerations in the future.
The Directors’ report was approved by the Board on 4 July 2023 and is signed on its behalf by:
M.M. Bray
Company Secretary
4 July 2023
Directors’ Report (Continued)
35
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual
Report, the Directors’ Remuneration Report and the Group
and Company 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 are required to prepare the Group financial
statements in accordance with UK adopted international
accounting standards and applicable UK law.
The Directors have elected to prepare the Company
financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (UK GAAP)
including FRS 102 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 Company and of their profit or loss 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 estimates that are reasonable and
prudent;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• in respect of Group financial statements, state whether
UK adopted international accounting standards in
conformity with the requirements of the Companies
Act 2006, have been followed, subject to any material
departures disclosed and explained in the Financial
Statements;
• in respect of the Company financial statements state
whether applicable UK accounting standards in
conformity with the requirements of the Companies
Act 2006, have been followed, subject to any material
departures disclosed and explained in those statements;
and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and 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 its financial statements
comply with the Companies Act 2006. They have general
responsibility for taking such steps as are reasonably open
to them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the UK governing
the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Each of the Directors, (as set out on page 26) as at the date
of this Report, confirms to the best of their knowledge that:
• The Financial Statements, prepared in accordance with
the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position
and profit of the Group and the Company.
• The strategic report includes a fair review of the
development and performance of the business and the
position of the Group and the Company, together with
a description of the principal risks and uncertainties that
they face.
• The annual report and financial statements, taken as
a whole, are fair, balanced and understandable and
provide the information necessary for shareholders to
assess the Group’s performance, business model and
strategy.
By Order of the Board
M.M. Bray
Company Secretary
4 July 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
36
Corporate Governance
The Board are committed to establishing and sustaining
corporate governance processes that reflect all of the
prevailing UK Corporate Governance Code (2018 Code),
the Group’s circumstances and structure and the external
challenges and constraints that we face. We noted last year
that Covid-19 has strengthened our processes by testing
them under ‘stress’ and also by opening up new ways of
working that might otherwise not have been considered,
and while impact of Covid-19 on those processes is
receding, as we describe in our discussion of summary
prospects for the Group on page 9 in this report we face
new uncertainties that will bring their own challenges to
all processes – both operational and governance. The
last financial year has been another successful one for the
Group and we view effective governance, together with our
Purpose and values as essential ingredients for this long-
term success and the generation of sustainable value for all
our stakeholders. The result is that since we first reported
under the 2018 Code our processes have evolved, but
throughout your Board has:
• operated as normal now meeting both remotely and in
person for Board and Committee meetings as well as
having informal discussions between meetings
• retained close oversight of our operations and the
continuing suitability of our strategy
• monitored our existing and emerging risks, updating
our risk matrix as needed to ensure we have good risk
management and controls in place
Throughout we believe that our purpose, culture and
values have informed and supported the decisions that
we have taken, supported by the commitment, experience
and creativity of all at Mountview. In addition, effective
engagement with our stakeholders, as described in our
Section 172 statement on page 14 has underpinned our
work during the year using both traditional and electronic
means. Contact with stakeholders, is key to understanding
their views and receiving their feedback. As a result a
considerable amount of Board time has been taken up
with reporting back on contact with shareholders and other
stakeholders and discussing and responding to points that
they have raised.
CORPORATE GOVERNANCE CODE
COMPLIANCE STATEMENT
In respect of the year ended 31 March 2023, the Company
was subject to the 2018 Code, a copy of which can be found
at www.frc.org.uk/corporate/ukcgcode.cfm. The Board
confirms that the Company applied the principles, with
details throughout this annual report, and complied with
the provisions of the 2018 Code, except as disclosed in this
section.
We remain committed to the benefits of a robust governance
framework and believe that through our approach we are
able to best safeguard the interests of, and deliver long term
value to, our shareholders and other stakeholders. A key
component of this approach is a strong focus on remaining
up to date on current and emerging developments in our
markets, legislation and regulation and the governance
environment. This we achieve through a combination of
reading, contact with our advisers and Directors attending
updates, including via webinars, and then sharing salient
points raised with the rest of the Board for discussion during
Board meetings. In addition, we have again worked closely
with Prism Cosec our corporate governance consultants, and
our other advisers to identify the best ways to build evolving
practice into our approach. We are mindful that our structure,
which has evolved through our history and is aligned with
our culture and values, is not fully compliant with some of the
provisions in the 2018 Code.
Equally, we recognise the value of bringing different
perspectives to bear on issues arising within the business in
terms of both contribution to debate and risk management
and mitigation. We manage this by involving our various
advisers when matters relevant to their areas of expertise
arise. In this way we are able to ensure that we get the
necessary expert input when it is needed.
Taking account of the 2018 Code in the context of our size,
with 24 employees plus five Directors, our shareholdings
and the nature of our operations where we have a focused,
stable and enduring strategy, and stable workforce and
suppliers, we have looked at each of the principles and
provisions of the 2018 Code to consider the spirit behind
them as well as the actual wording used. Given this context
where the Board and the Executives in particular are much
closer to the employees and operations than is likely to
be the case for many quoted companies, we have, as
envisaged by the 2018 Code, adopted alternative solutions
to provisions where we believe this to be appropriate.
We are of the view that throughout we are operating
within the spirit behind the principles of good corporate
governance – in a manner that is appropriate to our business,
our size and our economic footprint. In particular, as a small
Board, we recognise that there are matters concerning the
size and composition of the Board that fall into this category.
The Board and also shareholders, when consulted, are at one
with their view that new Board positions should be created
only when there is a clear need and when the appointee
will add capacity or skills that are needed by the business in
order for it to continue to pursue its strategy.
Below we note the areas where we believe we comply with
the spirit of the 2018 Code but do not currently adhere
completely to the detailed requirements. These matters
are kept under constant review as a whole by the Board.
Should there be a material change in the Company’s
strategy, business model, structure or risk environment then
these points would be re visited and, after consulting with
shareholders on proposals, we would make such changes as
are appropriate given the changed circumstances.
37
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
INDEPENDENT NON-EXECUTIVE
DIRECTORS (NEDS): (SECTION 2
PROVISION 11)
The number of independent NEDs (excluding the
Chairman) is currently less than at least half the Board
as required by the 2018 Code. This is a matter which the
Board and the NEDs have reviewed in the context of the
skills and experience needed either directly on the Board
or indirectly through advisers and concluded that given the
size of the Company and the stable nature of its strategy,
business model and operations, the current composition,
with one independent NED and three NEDs (including the
Chairman) in total supported by external advisers, remains
appropriate.
APPOINTMENT OF A SENIOR
INDEPENDENT DIRECTOR (SID):
(SECTION 2 PROVISION 12)
Excluding the Chairman, the Company has one
independent NED and the Board has concluded that it is
too small to merit the appointment of a SID. Should this
change and the Board and shareholders consider that the
needs of the business warrant widening the NED pool to
a level that creates a clear SID role then we would appoint
one.
COMPOSITION OF COMMITTEES IN
GENERAL: (SECTION 3 PROVISION 17;
SECTION 4 PROVISION 24; AND SECTION
5 PROVISION 32)
The Board is small and therefore the composition of each of
the Committees is limited by the available pool of Directors.
As noted above, should it be concluded that appointing
further independent NEDs was appropriate and would
bring value, then composition of the Committees would be
reviewed.
BOARD EVALUATION AND DIVERSITY:
(SECTION 3 PROVISIONS 21 AND 23)
The Directors consider that the small size of the Group
and the Board does not warrant a formal performance
evaluation process. However, performance of the Directors
is evaluated on an ongoing basis by the Board. In addition,
there is no formal policy on diversity and inclusion, again
because of the size of the Company, although the Company
is committed to equal opportunities for all and that
recruitment and selection be strictly on the basis of merit
and ability. Both these matters are continually kept under
review.
ROLE CONCURRENCE – AUDIT
COMMITTEE: (SECTION 4 PROVISION 24)
The Chairman of the Board is also the Chairman of the
Audit and Risk Committee. The Board consists of 60%
accountants and the Board has determined that there is no
need to appoint a further NED with financial experience.
The Board, and separately the NEDs, have considered the
Chairman’s role on the Audit and Risk Committee and are
firmly of the view that this combined role continues to be in
the best interests of the Company for the time being. This
situation continues to be reviewed on a regular basis.
INTERNAL AUDIT FUNCTION
(SECTION 4 PRINCIPLE M AND
PROVISIONS 25 AND 26)
At present the size of the business does not warrant a full
time internal audit function. As discussed in the Report of
the Audit and Risk Committee this is kept under constant
review and options for cover are reviewed annually in light
of the size and complexity of the business.
REMUNERATION OF THE CHAIRMAN:
(SECTION 5 PROVISION 33)
The remuneration of the Chairman is not set by the
Remuneration Committee. Instead, in line with the principle
of no one being involved in setting their own remuneration,
the Chairman’s remuneration, and that of the other
NEDs is reviewed by the Executive Directors who make a
recommendation to the Board as a whole for final approval,
within the limits set by the Company’s Articles.
IN THIS REPORT
In the following pages we describe our governance
approach under the headings:
• Board leadership and Group Purpose (page 38)
• Division of Responsibilities (page 39)
• Composition, Succession and Evaluation – the report of
the Nomination Committee (pages 41 to 43)
• Audit, Risk and Internal Control – the report of the Audit
and Risk Committee (pages 44 to 47)
• Remuneration – the report of the Remuneration
Committee (pages 48 to 60)
By Order of the Board
M.M. Bray
Company Secretary
4 July 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
38
BOARD LEADERSHIP AND
GROUP PURPOSE
The role of the Board is to provide leadership to the Group,
ensuring that the necessary financial and human resources
are in place to enable the Group to meet its strategy and
objectives. In addition, the Board ensures that there are
appropriate financial and business systems and controls in
place to safeguard shareholders’ interests and maintain an
appropriate and effective governance framework. In making
decisions throughout the year, the Board is strongly aware
of its responsibilities to the Company’s shareholders as well
as other stakeholders including managing possible conflicts
of interest between different stakeholder groups.
SETTING OUR STRATEGY
Group strategy is proposed by the Executive Directors and
that strategy is rigorously discussed, debated and agreed
by the Board. The NEDs work with the Executive Directors
to deliver on the agreed strategy. The Directors constantly
seek feedback from any source or stakeholder on how well
the current operations are working to meet the strategy as
the working environment evolves. Information received is
analysed for new and emerging risks and opportunities that
may have implications for the strategy and operations, and
the risks monitored.
UNDERSTANDING STAKEHOLDER NEEDS
The Board is mindful of its responsibilities towards all
stakeholders and engagement with them as described
elsewhere in this Annual Report, including:
• our purpose and wider responsibilities (page 5)
• engagement with our employees (page 14)
• engagement with stakeholder groups (pages 14 to 16)
Understanding and taking into account the short and long
term interests of stakeholders when making decisions is
central to how the Company operates, recognising that
these interests will vary by issue and that trade-offs will
often be needed as noted in our Section 172 statement
(page 14).
THE WORK OF THE BOARD
The Board meets formally at least four times a year, with ad
hoc meetings to discuss particular transactions and events
called as and when required. All Directors are expected
to attend all meetings of the Board, and any committees
they are members of, and devote sufficient time to the
Company’s affairs to fulfil their duties as Directors. During
the year most Board and committee meetings were held by
remote electronic means.
The Board operates in accordance with the Company’s
Articles of Association and there is a Schedule of Matters
Reserved for Board Decision which includes approval of
strategy, budgets, financial reports, public announcements,
significant acquisitions of property, major capital
expenditure, funding and dividend policy. In addition
the Board reviews and approves matters related to the
operation of the Board and its committees, and, where
material, any new or significantly amended operational or
staff policies. Routine operational questions are delegated
to the relevant team. However, when needed, there is an
escalation process to have a proposed course of action
considered by the Executive Directors or the Board.
The Company Secretary sends out the agenda and
supporting information to all members of the Board in
advance of Board meetings. At each meeting the Executive
Directors provide an operational update, noting any issues
arising and upcoming sales or purchases in the pipeline.
The Board receives, by rotation or exception, reports
from the heads of department again noting any issues
arising. The Risk Matrix, updated for any new information
or emerging risks, is reviewed as are any potential
conflicts of interest. Any meetings or other contact with
shareholders or other key stakeholders are reported back
and, where necessary, responses discussed and agreed. The
information supplied to the Board and its committees is
kept under review to ensure it is fit for purpose, and that it
enables sound decision-making.
All Directors have access to independent professional
advice at the expense of the Group and to the services of
the Company Secretary who is responsible to the Board
for ensuring the correct procedures are followed, as well as
providing corporate governance updates and guidance.
The Directors consider that the small size of the Board
does not warrant a formal performance evaluation process.
However, performance of the Directors is evaluated on an
ongoing basis by the Board. This is a matter continually
under review.
Corporate Governance (Continued)
39
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
Attendance at and number of Board and committee meetings is set out below:
Meetings
Mr A.W.
Powell
Mr D.M.
Sinclair
1
Mrs M.M.
Bray
1
Ms M.L.
Archibald
Dr A.R.
Williams
Full Board 6 6 6 6 6
Audit and Risk Committee 5 4 4 5 5
Remuneration Committee 5 2 2 5 5
Nomination Committee 3 3 3 3 3
1.
Mr D.M. Sinclair and Mrs M.M. Bray were invited to attend four Audit and Risk Committee Meetings and two Remuneration Committee Meetings.
In accordance with the 2018 Code, all members of the
Board offer themselves for re-election each year as
described in the notice for the upcoming 2023 AGM and
as set out in the Directors’ Report on page 31 and in the
Notice of Meeting on page 101.
DIVISION OF RESPONSIBILITIES
The 2018 Code requires that there should be a clear
division of responsibilities between the roles of CEO
and Chairman, both roles being separate and distinct.
The Chairman is responsible for leading the Board and
ensuring its effectiveness, including the Board’s decision-
making process, building a constructive relationship
between Executive Directors and NEDs, and, for fostering
open debate with an appropriate balance of challenge
and support. The CEO is responsible for leading the
development and execution of long-term strategies of the
business and has specific responsibilities in relation to all
matters to do with property purchase and sale.
THE EXECUTIVE DIRECTORS
Day-to-day management is delegated to the Executive
Directors with focus on major transactions, business growth,
strategy, cash management and control. There is regular
communication with the NEDs in order to keep them
informed about the Group’s operations. This is done via a
schedule of regular Board meetings throughout the year
supplemented by ad hoc in person or electronic meetings
or by e-mail as needed to address specific matters arising.
The Group has seven Senior Managers reporting to the
Executive Directors. There are six core departments
– Accounts, Property Management, Property Trading,
Rent, IT and Administration – with staff reporting either
to the relevant managers and/or directly to the Executive
Directors.
THE NON-EXECUTIVE DIRECTORS
The role of the NEDs, as described in their letters of
appointment, is to bring independent and objective
judgement and scrutiny to all matters before the Board
and its committees. During the appointment process steps
are taken to confirm that they will have the time needed to
meet their responsibilities to the Group.
Throughout the year the NEDs hold meetings periodically
without the Executive Directors including meetings to
discuss remuneration of the Executive Directors and to
meet with the external auditor to discuss the audit of the
Annual Report and Accounts.
The 2018 Code requires at least half the Board, excluding
the Chairman, should be independent NEDs. For the
purpose of the 2018 Code, on appointment as a NED
and on appointment as Chairman, Mr A.W. Powell was
considered to be independent and Ms M.L. Archibald is
deemed to be an independent NED. Dr A.R. Williams is a
NED but he is not considered to be independent for the
purposes of the 2018 Code.
At present the Board does not intend to appoint any
Director to fulfil the role of SID, given the limited size of the
Board, but may decide to do so in the future.
OUR GOVERNANCE FRAMEWORK
The Directors recognise their accountability as a Board to
the shareholders for the effective stewardship of the Group
and its strategy, operations, governance and control. In this
the Board are supported by three committees whose roles
and current composition are:
THE NOMINATION COMMITTEE
This Committee is responsible for reviewing the balance
of experience, skills and knowledge on the Board, for
succession planning and recommending any appointments
to strengthen the Board’s expertise and for managing
any re-appointments as needed. Due to the small size of
the Board all members of the Board are members of the
Nomination Committee.
Mountview Estates P.L.C. Annual Report and Accounts 2023
40
THE AUDIT AND RISK COMMITTEE
This Committee is responsible for monitoring Mountview’s
accounting policies and processes, audit arrangements
and for reviewing the risk management framework. It is
also responsible for the clarity and completeness of the
Company’s disclosure to shareholders. The Committee is
comprised of all the NEDs, including the Chairman.
THE REMUNERATION COMMITTEE
The Committee is comprised of all the NEDs, including the
Chairman, and is responsible for both setting remuneration
policy and for the implementation of that policy as regards
the Executive Directors. NED remuneration is proposed by
the Executive Directors and determined by the Board.
Further detail on the Terms of Reference of these
Committees can be found on the Company’s website
(www.mountviewplc.co.uk). Reports of their activities
follow later in this Annual Report and Accounts on pages 41
to 60.
RISK MANAGEMENT AND INTERNAL
FINANCIAL CONTROL
The Board has overall responsibility for risk management
and the Audit and Risk Committee is specifically charged
with the governance of the risk management, internal
control and audit processes. The Board has carried out
a robust assessment of the principal risks, as well as
considering emerging risks faced by the Group which
are set out on pages 11 and 12 and more detail on the
functionof the Audit and Risk Committee is set out on
pages 44to47.
Details of the Company’s financial risk management
objectives and policies are included in Note 3 to the
Consolidated Financial Statements on pages 70 and 71.
An ongoing process for identifying, evaluating and
managing the significant operational risks faced by the
Group was in place throughout the period from 1 April 2022
to the date of approval of the Annual Report and Accounts.
The effectiveness of this process is reviewed annually by the
Board.
The Directors are responsible for establishing and
maintaining the Group’s system of internal financial control.
Internal control systems in any group are designed to
identify, evaluate and manage risks faced by the Group
and meet the particular needs of the Group and the risks
to which it is exposed. By their nature such systems can
provide reasonable but not absolute protection against
material misstatement or loss. As noted on page 46, the
Group does not have a dedicated internal audit function.
The key procedures which the Directors have established
with a view to providing effective internal financial control
are as follows:
Identification of business risks – The Board is responsible
for identifying the major business risks, as well as
emerging risks, faced by the Group. The principal risks and
uncertainties faced by the Group are set out in the Review
of Operations on pages 11 to 13 together with mitigating
factors for each risk.
Management structure – The Board has overall
responsibility for the Group and, as described on page 38,
there is a formal schedule of matters specifically reserved
for decision by the Board.
Corporate accounting – Responsibility levels are
communicated throughout the Group as part of the
corporate accounting procedures. These procedures set out
authorisation levels, segregation of duties and other control
procedures.
Quality and integrity of personnel – The integrity
and competence of personnel is ensured through high
recruitment standards, the regular day to day contact
between the Executive Directors and staff, and close Board
supervision.
Monitoring – Internal financial control procedures are
monitored and reviewed by the Board as a whole. These
reviews embrace the provision of regular information to
management, and monitoring of performance and key
performance indicators.
The Board is satisfied that the control procedures are
adequate to provide accurate information and safeguard
the assets of the Group.
Corporate Governance (Continued)
41
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
Report of the
Nomination Committee
MEETINGS
Committee Member
Meetings
Attended
Meetings
eligible to
Attend
Mr D.M. Sinclair – Chair 3 3
Mrs M.M. Bray 3 3
Ms M.L. Archibald 3 3
Mr A.W. Powell 3 3
Dr A.R. Williams 3 3
All the Directors of the Company are members of the Nomination Committee.
Dear Shareholder,
I am pleased to present the Nomination Committee report which sets out its role and activities during the year.
HOW THE NOMINATION COMMITTEE OPERATES
The Board considers that given its size, it would be unnecessarily burdensome to establish a separate Nomination
Committee that did not include the entire Board and believes that this enables all Directors to be kept fully informed of any
issues that arise. The Nomination Committee and the Board recognise that this means that of the five members only one
is an independent NED which is not in accordance with Provision 17 of the 2018 Code (see Corporate Governance Report
page 37) but consider, that this is an appropriate and pragmatic alternative approach given the size of the Board.
The Nomination Committee met three times during the year ended 31 March 2023, supplemented by informal meetings
and discussions. Only the members of the Nomination Committee have the right to attend meetings, but may invite other
Executives or advisers to attend all or part of any meeting as appropriate.
ROLE OF THE NOMINATION COMMITTEE
The main roles and responsibilities of the Nomination Committee are set out in its terms of reference, which are reviewed
annually and are available on the Group’s website. These responsibilities include assisting the Board in discharging its
responsibilities relating to the composition and make-up of the Board and its committees, succession planning, the
endorsement of Directors for re-election at the AGM and, when needed, the appointment of additional Directors.
The Board believes in the benefit of having a broad range of skills and backgrounds and the need to have a balance of
experience, independence, diversity - including gender, and knowledge of the Group and its Board of Directors. These
matters are taken into account during recruitment but ultimately we look to appoint the best candidate for the role on the
basis of their merit and ability taking into account the needs of the Group, including the skills needed to support delivery of
the Group’s strategic objectives and to ensure the effective functioning of the Board now and in the future.
ACTIVITIES OF THE COMMITTEE
The Nomination Committee, and related Board discussions, covered the following matters:
• the composition of the Board and the Board’s committees
• the balance of skills, experience and knowledge required by the Board and its committees and the business as a whole
• the re-election of all the Directors at the AGM in 2022 and the upcoming 2023 AGM, taking into account their
contribution and time commitments
• the review of the Group’s approach to and provisions for succession planning, taking account of the length of service
of each director, developing staff, diversity and gender balance and Board evaluation. These matters are discussed in
the Directors’ Report and the Corporate Governance Report and below in relation to succession planning for Mhairi
Archibald, independent NED
• the additional disclosure requirements on diversity arising from the update to the Listing Rules.
As a result of their work, the Nomination Committee is satisfied that the Board has the necessary experience, knowledge
and skills to lead the Group and deliver on its strategy. The Group have also developed succession planning arrangements
to cover for both the short term absence of a Director, or the situation where we are seeking a new Director – when the
process outlined below would be followed.
Mountview Estates P.L.C. Annual Report and Accounts 2023
42
SUCCESSION PLANNING – MHAIRI ARCHIBALD
The Nomination Committee recognised that Mhairi Archibald's NED service agreement covering her third tenure as a
NED was due to end on 30 June 2023 and at that point would reach the nine-year limit normally applied to NED tenure.
This timing fell in the middle of the Group’s reporting process and season and thus, after consideration, the Nomination
Committee felt that it would be in the interests of the Company and shareholders to ensure that Ms Archibald’s
appointment was extended for a short further and final period to enable her to complete and present her report on her
work as chair of the Remuneration Committee, included in this annual report, and also to attend the 2023 AGM.
The Nomination Committee has commenced its search for a new, suitably experienced and qualified independent Non-
Executive Director and has engaged an external recruitment consultant Stephenson Executive Search Ltd, which has
no other connection with the Group. The Nomination Committee is reasonably confident that it will be in a position
to complete the recruitment and appointment process within the next six to nine months. It is envisaged that the new
independent NED will have a short period of overlap with Ms Archibald to enable a smooth and seamless transition of
Ms Archibald’s role and duties as chair of the Remuneration Committee and her other committee membership roles and
responsibilities.
PROCESS FOR BOARD APPOINTMENTS
PROCESS FOR BOARD APPOINTMENTS
No new appointments to the Board were made during 2022/23.
The Nomination Committee has a formal appointment process in place that embraces the principles described above and
would be used should the need for a new appointment be identified. The key steps in the process are:
• The Nomination Committee considers the skills and experience that it believes are needed for the Group to function
effectively, taking account of the skills of the existing Board members and those of external advisers that the Board
needs to draw on from time to time.
• Where a particular skill set is believed to be in continuous demand then the Nomination Committee will evaluate
the balance of the skills currently on the Board in order to identify a specification of the personal attributes, skills and
capabilities and experience needed, including, but not limited to, the skill set that prompted this evaluation.
• Should it be appropriate to filling the vacancy to look for an external candidate, then an independent external search
consultant will be appointed, the needs of the appointment and the recruitment process discussed and agreed.
• The process, including interviews and evaluation will be followed in conjunction with the external consultant.
• The conclusion of the process would be a recommendation to the Board.
DIVERSITY
The Group aims to provide equality, fairness and respect for all employees and to oppose and avoid all forms of unlawful
discrimination during recruitment and then while employed by the Company.
Given the stability and the small size of the Company’s Board and workforce, and thus the infrequency of appointments,
the Company has not converted these principles into a formal policy on diversity and inclusion for either the Board or other
members of staff. The Board keeps this under review.
The Board confirms that as at 31 March 2023 (being the reference date selected by the Board for the purposes of this
disclosure), the Company complied with the regulatory targets set out in LR 9.8.6 R (9)(a)(i) of having at least 40% of
Board Directors being women and at least one senior Board position being held by a woman as there was 40% female
representation on the Board, one of whom is the Chief Financial Officer. The chair of the Remuneration Committee is also
female.
The Board is aware that the target in LR 9.8.6 R(9)(a)(ii), having at least one Board member from a minority ethnic
background, has not been met and its consideration will form part of its deliberations in building a diverse and inclusive
culture on the Board. The Company remains committed to the principle of diversity and aims to achieve the targets set out
in LR 9.8.6 R (9)(a). Diversity includes aspects such as diversity of skills, perspectives, industry experience, educational and
Report of the
Nomination Committee
(Continued)
43
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
professional, and social background, gender, ethnicity and age. The Company remains committed to equal opportunities
for all and recruitment and selection of new Directors is strictly based on merit and ability. The Committee keeps the
composition of the Board, and its diversity, under close review and in considering and acting upon its succession planning
for the refreshment of the Board is ensuring that the current search for a new independent NED is open to people of all
backgrounds.
GENDER REPRESENTATION DATA AS AT 31 MARCH, 2023:
As at 31 March 2023, the Group had one female Executive Director, Mrs Marie Bray, who has been on the Board since
2004, and one female NED, Ms Mhairi Archibald, who has been on the Board since July 2014. Female Board membership
represented 40% of the Board.
Number of
Board members
Percentage of
the Board
Senior Board
positions*
Number in
executive
management**
Percentage
in executive
management**
Men 3 60% 2 4 57%
Women 2 40% 1 3 43%
Other 0 0% 0 0 0%
Not specified/ prefer not to say 0 0% 0 0 0%
* Senior positions include: CEO, CFO, SID and Chair.
** Executive management The Group has seven Senior Managers (who are not Directors).
Overall, of our 24 employees and five Directors, 11 are male and 18 are female.
ETHNIC REPRESENTATION DATA AS AT 31 MARCH, 2023
Number of
Board members
Percentage of
the Board
Senior Board
positions*
Number in
executive
management**
Percentage in
executive
management**
White British or other White (including
minority-white groups) 5 100% 3 4 100%
Mixed/multiple ethnic groups 0 0% 0 0 0%
Asian/Asian British 0 0% 0 0 0%
Black/African/Caribbean/Black British 0 0% 0 0 0%
Other ethnic group, Including Arab 0 0% 0 0 0%
Not Specified/prefer not to say 0 0% 0 0 0%
* Senior positions include: CEO, CFO, SID and Chair.
** Executive management The Group has 7 Senior Managers (who are not Directors).
APPROACH TO DATA COLLECTION
Mountview has used a consistent approach in collecting the gender and ethnicity data shown in the tables above, drawing
data from the Group’s HR Information System based on self-identification responses given during recruitment as amended,
if necessary, during employment. Regarding gender, employees can self-identify as either male, female or “other”.
BOARD AND COMMITTEE EVALUATION
The Directors consider that the small size of the Group and Board does not warrant a formal performance evaluation
process. However, performance of the Directors is evaluated on an ongoing basis by the Board. This is a matter continually
under review.
D.M. Sinclair
Chairman of the Nomination Committee
4 July 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
44
Report of the Audit and
Risk Committee
MEETINGS
Committee Member
Meetings
Attended
Meetings
eligible to
Attend
Mr A.W. Powell - Chair 5 5
Ms M.L. Archibald 5 5
Dr A.R. Williams 5 5
Non Member
Mr D.M. Sinclair
1
4 4
Mrs M.M. Bray
1
4 4
1.
Mr D.M. Sinclair and Mrs M.M. Bray were invited to attend four Audit and Risk Committee meetings.
Dear Shareholder,
I am pleased to present the Audit and Risk Committee Report for the year ended 31 March 2023. The Board considers that
I have recent and relevant financial experience as recommended under provision 24 of the 2018 Code as it applies to the
Company for the financial year under review. In line with the 2018 Code, the Audit and Risk Committee (the Committee) as
a whole is deemed to have competence relevant to the sector in which the Company operates.
The Committee and the Board recognises that, given the size and composition of the Board, only one NED is independent.
Also as Chairman of the Board I have a dual role. It has been determined that while it is not in accordance with Provision 24
of the 2018 Code (see Corporate Governance Report on page 37) this is a pragmatic alternative approach given the size of
the Board.
The Committee plays a vital role in ensuring that the interests of the shareholders are protected and in assisting the Board
in discharging its responsibilities by challenging the integrity of the financial statements, in reviewing the effectiveness of
the internal controls systems within the Group and in considering the scope of the annual audit and the nature and extent
of any permitted non-audit work that may be undertaken by the external auditor.
This report details the activities of the Committee that were undertaken during the year to 31 March 2023.
ROLE OF THE AUDIT AND RISK COMMITTEE
The Committee’s principal roles and responsibilities, as set out in its terms of reference (which can be found on the Group’s
website at www.mountviewplc.co.uk), include:
• monitoring the integrity of the Group’s financial statements;
• reviewing the tone and content of the Interim Report, the Annual Report and Accounts and any associated regulatory
news announcements;
• reviewing the Group’s internal financial controls and risk management systems;
• assessing the performance and independence of the external auditor, including the application of our policy on non-
audit services;
• selecting the external auditor and making appropriate recommendations through the Board to permit shareholder
consideration at the Annual General Meeting;
• assessing the effectiveness of the external audit process;
• acting as a conduit between the Board and the external auditor;
• considering the need for an internal audit function;
• reviewing any incidents of whistleblowing occurring within the Group and ensuring adequate review and investigation;
and
• reporting to the Board on how it has discharged its responsibilities.
45
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
ACTIVITIES OF THE COMMITTEE
During the year the Committee met on five occasions, including meetings prior to the issue of the preliminary and interim
results to review audit planning and conduct and then audit recommendations, where appropriate, and consider any
significant issues arising from the audit and review process. At a meeting in March 2023 the Committee agreed the external
audit terms of engagement and the auditor’s scope, proposed approach and fees for the annual audit for the financial year
1 April 2022 to 31 March 2023.
Outside of the formal meeting programme, as Committee chairman I stay in contact with key individuals involved in the
Company’s governance, including the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the external audit
lead partner and other external advisers.
The Committee is satisfied that controls over accuracy and consistency of information presented in the Annual Report and
Accounts are robust and has confirmed to the Board that it believes this Annual Report and Accounts are fair, balanced and
understandable.
KEY AREAS FORMALLY DISCUSSED AND REVIEWED
Principal Responsibilities of the Committee
Key areas formally discussed and reviewed by
the Committee during the year
REPORTING AND EXTERNAL AUDIT
• Monitoring the integrity of the Company’s financial statements and all
formal announcements relating to the Company’s financial performance,
reviewing financial reporting judgements contained within them
• Results, commentary and announcements
• Key accounting policy judgements, including valuations
• Impact of future financial reporting standards
• Going concern and long term viability
• Making recommendations to the Board regarding approval of the external
auditor’s remuneration, terms of engagement, monitoring independence,
objectivity and effectiveness
• External auditor management letter, containing observations arising from
the annual audit leading to recommendations for financial reporting
improvement
• External auditor’s remuneration and audit tender frequency (last tendered
in 2017)
• External auditor effectiveness
VALUATIONS
• Monitoring and reviewing the valuation process for the investment
properties
• Annual report on the effectiveness of the valuer which considers the quality
of the valuation process and judgement
• Valuer competence and effectiveness • Challenge the Executives in respect of both the independent external
valuations and Directors’ valuations across the entire property portfolio
RISK AND INTERNAL CONTROL
• Reviewing the principal risks and uncertainties as well as emerging risks,
including those that could affect solvency or liquidity, future performance
and its business model
• Maintenance of the Risk Register including identifying and then making a
robust assessment of the principal risks facing the Group
• Horizon scanning for emerging risks
• Reviewing the risk management disclosures on our approach to risk in the
Annual Report and Accounts
• Review of risk disclosures as part of review of accounts
• Conduct scenario analysis for the long term viability statement
OTHER
• Reviewing the committee’s Terms of Reference and monitoring its
execution
• Reviewed and confirmed the Terms of Reference; execution and
effectiveness monitored through a progress table and externally sourced
questionnaires.
• Considering the impact of hybrid working on the system of internal
controls, including cyber risk
• Reviewed the impact on controls of staff working from home, including IT
controls over remote access.
• Considering compliance with legal requirements, accounting standards,
the Listing Rules and Disclosure Guidance and Transparency Rules
• Reviewed processes for monitoring new relevant regulation, notably for
diversity and inclusion disclosures, and evolving TCFD and electronic
tagging requirements
• Reviewing the whistle-blowing policy and operation and related policies
including the anti-bribery and gift policy
• Review of whistle-blowing arrangements as set out in the staff manual.
Confirmation from the CFO that there have been none during the year
• Considering the need for an internal audit function • Reviewed the need for an internal audit function
• Reviewing the effectiveness of internal controls • Reviewed reports by the Executive Directors, senior managers, including IT,
and the external auditors on the operation of controls
Mountview Estates P.L.C. Annual Report and Accounts 2023
46
EXTERNAL AUDIT
Audit tenure: – Following best practice and in accordance with its Terms of Reference, the Committee annually reviews
the audit requirements of the Company and suitability of the auditor. BSG Valentine (UK) LLP has been the Group’s auditor
since 2007 and was re-appointed following a formal tender process in 2017. Current UK regulations require rotation of the
lead audit partner every five years, a formal tender of the audit every ten years and a change of auditor every twenty years.
The 2023 Audit Report will be signed off by Athanasios Athanasiou who is taking over from Gary Allen after three years in
the role. Athanasios was previously the Senior Statutory Auditor, but following a period of 6 years without involvement in
the audit he is taking on this role again; this will be his first year of his second term as Senior Statutory Auditor.
Objectivity and independence: – These aspects are critical to the integrity of the Group’s audit. Prior to the planning
meeting the Committee reviewed the auditor’s own policies and procedures concerning objectivity and independence,
including reviewing their Transparency Report found on their website. We also confirmed that the auditor’s evaluation and
remuneration processes did not contain incentives for cross-selling.
Planning and contact: – Prior to the audit the Committee, together with the Executive Directors, met with the external
auditor BSG Valentine to review their proposals for the audit and agreed their terms of engagement, their proposed
approach and their fees for the audit. The Committee is confident that appropriate plans were put in place to carry out an
effective and high quality audit. BSG Valentine re-confirmed to the Committee during the meeting that they maintained
appropriate internal safeguards to ensure their independence and objectivity.
Effectiveness of the external audit process: – The Committee appraised BSG Valentine’s performance and independence
by ensuring there is a comprehensive engagement letter in place, assessing their audit plan, including the quality and
consistency of their team and then assessing the quality of their reports. The Chairman was in contact with the audit
team, during the audit to discuss progress and any issues arising from the audit. In addition, we received feedback from
Mountview’s finance team who noted that BSG Valentine were professional and constructive while maintaining their
independence and robustness when carrying out their work.
At the conclusion of their work the Committee met with the external auditor without the Executive Directors present to
discuss their audit findings, including recommendations for financial reporting improvement and their management letter
containing observations arising from the annual audit. The discussion also covered the application of materiality and
adjusted and unadjusted audit differences. No material differences were identified during the current or prior year’s audit.
Re-appointment: – Based on their review the Committee believes BSG Valentine remains effective in its role and, BSG
Valentine having indicated their willingness to be reappointed as the Group’s external auditor, the Committee has
recommended to the Board that they be appointed for another year. A resolution to this effect will be proposed at the
2023 AGM.
Non-audit services: – The Group’s policy requires that all non-audit fee work that falls within the category of allowed
services under the applicable Ethical Standards is reported to the Committee. The Committee can confirm that this policy
was adhered to and that no such services were provided by BSG Valentine during the year. Accordingly the Committee has
concluded that the auditor’s objectivity and independence were safeguarded. The fees paid to BSG Valentine are shown in
Note 6 to the Accounts.
INTERNAL AUDIT
The need for a dedicated internal audit function was reviewed by the Committee during the year and was not felt to be
necessary given the size and relatively simple structure of the Group and its operations, the close day to day involvement of
the Executive Directors and the internal control procedures in place. This is kept under regular review. The Committee has
the power to commission assurance work from time to time as it sees fit.
Report of the Audit and
Risk Committee
(Continued)
47
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
VIABILITY STATEMENT AND GOING CONCERN
The Committee provides advice to the Board on the form and basis underlying both the going concern and the longer-term
viability statement, including the potential impact of market, climate, inflation and interest rate changes. The Committee
are satisfied that while these remain relevant factors that, at the date of signing this report, a reverse scenario with the
potential to seriously damage the validity of either statement is unlikely.
Therefore the Committee concluded that it remains appropriate for the financial statements to be prepared on a going
concern basis and recommended the viability statement to the Board.
The Company’s going concern statement can be found on page 33. The viability statement can be found on page 13.
SIGNIFICANT ISSUES CONSIDERED IN RELATION TO THE FINANCIAL STATEMENTS
Significant issues and accounting judgements are identified by the finance team and the external audit process and are
considered and reviewed by the Committee. The significant issues considered by the Committee in respect of the year
ended 31 March 2023 are set out in the table below:
Issues How the issues were addressed
Climate related
risks
The Committee in conjunction with our Climate Working Group (see TCFD disclosures pages 17 to 19) explored
scenarios that could lead to enhanced exposure to the Company from the impact of both transition and physical
risks. This work included exploring whether the effect of the impact of such risks could lead to a material impact on
the accounts that met the criteria for being considered a liability, or contingent liability. As a result of the work the
Committee and the Climate Working Group considered that at this point the exposures were all at a level that could
be readily met within current operating budgets and equally did not meet the recognition criteria. As a result the
Committee concluded that currently no adjustment to the accounts for climate related matters was needed, though
equally recognized that changes in legislation or a rapidly worsening climate – notably warming might change this
picture. This matter is therefore being kept under regular review by both the Committee and the Climate Working
Group. Finally, as noted above, the Committee considered the impact of climate on the going concern and viability
statements.
Valuation of
investment property
portfolio
The Committee discussed the valuation with the valuers independently of management. This provided the
opportunity for the valuers to explain the process they follow to value the portfolio and for the Committee to
challenge the key assumptions. On the basis of this discussion the Committee concluded that the valuations were
independent and an appropriate basis for the year-end financial accounts.
Net realisable
value of the trading
property portfolio
The Committee’s consideration of this aspect focused on the more recent purchases which have the greatest risk
and included reviewing the processes used by the property team to assess values and hence consider the need for
a provision. On the basis of these discussions the Committee was satisfied that the valuation was in line with the
accounting policy for trading properties, and there was no need for any provision.
The Committee also considered a number of other judgements made by management, none of which were material in the
context of the Group’s results or net assets.
KEY ISSUES FOR 2023/24
The Committee is always looking at ways to strengthen its support around governance to ensure that the Company’s
communications and processes are in line with good practice in this area. For 2023/24 this will continue to include
monitoring evolving best practice under the 2018 Code and other regulations. In particular for 2023/24 this will include
monitoring the consultation on changes to the 2018 Code, the issuance by the International Sustainability Standards Board
(ISSB) of IFRS S1 and S2 and their impact on reporting on climate matters and any changes to the regulatory environment
following the Government’s response to the BEIS (now Department of Business and Trade) consultation on Restoring trust in
audit and corporate governance – whether this be through the 2018 Code (where consultation on the latest iteration began
in May), primary or secondary legislation or through any oversight body (for example the Audit, Reporting and Governance
Authority (ARGA), the new regulator to replace the FRC).
A.W. Powell
Chairman of the Audit and Risk Committee
4 July 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
48
Remuneration Report
MEETINGS
Committee Member
Meetings
Attended
Meetings eligible
to Attend
Ms M.L. Archibald – Chair 5 5
Mr A.W. Powell 5 5
Dr A.R. Williams 5 5
Non Member
Mr D.M. Sinclair
1
2 2
Mrs M.M. Bray
1
2 2
1.
Mr D.M. Sinclair and Mrs M.M. Bray were invited to attend part of two Remuneration Committee meetings and were not present for discussion concerning
the process of determining their awards or the amount of those awards.
Dear Shareholder,
On behalf of the Remuneration Committee and the Board, I am pleased to introduce our 2023 Remuneration Report for
which we are seeking your support at our AGM on 9 August 2023.
ROLE OF THE REMUNERATION COMMITTEE
The goal of the Remuneration Committee is to independently formulate and apply remuneration bases that align the
interests of our Executive Directors with those of our shareholders, and are fair and transparent in execution, as well as
being in accordance with the approved remuneration policy.
The role of the Remuneration Committee is set out in our terms of reference which can be found on the Company’s website
at www.mountviewplc.co.uk. The Remuneration Committee has reviewed these terms of reference and confirmed that
they remain appropriate.
ACTIVITIES OF THE COMMITTEE
The Remuneration Policy applying to this report was approved by a majority vote in favour of the policy at the AGM held on
10 August 2022 and effective from that date.
The main work of the Remuneration Committee in the current year has been the application of this policy in the
determination of the Executive Directors’ awards in the context of the financial results of the Company.
EXECUTIVE DIRECTORS’ AWARDS
The Remuneration Committee maintains the view that companies which have been regarded as within the peer group
over the last few years have dwindled in comparability and usefulness. The Remuneration Committee did take note of data
from this group but again we have placed less weight on it than in prior years, applying our own discretion when reaching
decisions.
Specifically, when looking at the performance of the Executive Directors we have been mindful of both their contribution to
ensuring that operations have run smoothly, and also the drivers behind the fall in profits during the year. We have referred
in prior years, and elsewhere in this Annual Report and Accounts, to the role of chance and external factors outside the role
or control of the Executive Directors when it comes to the cost of properties sold and thus gross margin.
As the Company and their business is now functioning on a pre-Covid basis no further comment will be made around the
effect of the pandemic.
The Mountview staff (excluding the Executive Directors) were not specifically consulted as part of the process. However,
the Committee did take account of the general pay and conditions that apply to the staff which are determined by the
Executive Directors with whom they work closely on a day to day basis. In the year staff were awarded salary increases of
approximately 10% in recognition of their continued diligence and commitment to the Company and its success.
The structure of the total remuneration awards for the Company’s Executive Directors was altered in 2022 as part of the
changes to the remuneration policy in that year. The awards for 2023 reflect and are based on these restructured figures,
where the first application of the re-structuring was the salary awards noted in last year’s report of £830K and £675K for the
CEO and CFO respectively.
49
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
Taking account of the ranges of awards being made within the peer group and similar sized quoted companies, the
Remuneration Committee has agreed to an increase in Executive Director salaries of 4% which, as in previous years, is a
substantially lower percentage increase than the increase for Mountview’s staff.
In reviewing the bonus figures for the year, the Remuneration Committee has adopted the approach used in prior years of
taking into account the financial metrics of the Group (primarily profit before tax), non-financial factors and, where relevant
market benchmarks and trends. In light of the decrease in Profit before Tax for the year 2022/23 and using our discretion,
the Remuneration Committee set the bonus awards at £265,000 and £220,000 for the CEO and CFO respectively.
We are grateful to our Executive Directors and their continuing efforts to deliver the best results to shareholders and other
stakeholders in line with the Company’s strategy. I am also thankful for the valuable contributions of my fellow Remuneration
Committee members throughout the year.
M.L. Archibald
Chairman, Remuneration Committee
4 July 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
50
REMUNERATION POLICY
KEY PRINCIPLES OF REMUNERATION POLICY
The Company’s Remuneration Policy is designed to attract, motivate and retain the right talent for our business in order that
it can continue to deliver excellent returns for shareholders.
The Remuneration Committee believes that there should be a clear link between the Group’s financial results and the
short-term incentive element of the remuneration of Executive Directors. In order to achieve this, the remuneration policy
provides for the Executive Directors’ total remuneration to comprise the following elements: base salary, a short-term
incentive award, pension and benefits. All elements are considered annually by the Remuneration Committee, most notably
its review focuses on base salary and the short-term incentive award. Base salary is reviewed with regard to seniority,
inflationary increases, personal performance, changes in responsibilities, market themes and peer group; whereas the short-
term incentive award is reviewed and aligned to:
1. the Group’s financial metrics (primarily profit before tax);
2. the Executive Director’s personal contribution; and
3. non-financial corporate goals to build for long term sustainable success, including management development,
succession planning and the maintenance of a robust business infrastructure.
At the same time the Remuneration Committee takes account of the pay and conditions for our staff and reviews market
comparators to ensure that reward is appropriate. The Remuneration Committee considers the relative performance of
the Group’s results in relation to its peers in determining where appropriate benchmarks should be set (i.e. upper quartile,
median or lower quartile). The Remuneration Committee then considers these factors in the context of historical and
current performance when applying its judgement and discretion in the process for determining awards.
Given that the Executive Directors (particularly the Chief Executive Officer) have significant personal holdings of the
Company’s shares that were not acquired through a share based incentive scheme, the Remuneration Committee does not
consider that a long-term incentive share scheme (LTI) or other similar share schemes are appropriate and that no post-
employment holding period is required in respect of these holdings. Similarly, the Remuneration Committee considers
that in view of these factors and the experience and long service of the Executive Directors, that the additional protections
typically provided by malus and clawback provisions are unlikely to be required at this time. Nevertheless, to reflect market
practice the Remuneration Committee has developed specific terms to cover these points and included them in the policy
(see below). The use of an LTI, a post-employment holding period and clawback provisions will be further reviewed if other
Executive Director appointments are made in the future.
The Executive Directors do not receive a pension, but the Remuneration Policy still provides the ability to provide for a
pension contribution in the event that new appointments are made in the future. Pension contributions are made on behalf
of other employees working at the Company.
Remuneration Report (Continued)
51
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
USE OF METRICS WHEN CONSIDERING THE SHORT TERM INCENTIVE
As noted elsewhere in this Annual Report and Accounts, the Group’s main drivers of their principal source of revenues
and profit arising in the current year – sales on vacant possession – are beyond the control of the Group or the Executive
Directors. The timing of vacant possession, the location and thus market price of properties disposed of, the original
purchase date of the properties sold and the appetite for the properties that are sold are all factors beyond the Group’s
control.
It is also the case that at a transaction level, the net proceeds are a function of the historic and current astuteness,
judgement and experience brought to bear when purchasing properties, setting reserve prices and the pricing of those
sales being made by private treaty – all of which are ongoing activities firmly in the remit of the Executive Directors and
their teams.
The Remuneration Committee considered that, while firmly of the view that there should be a clear link between the
Group’s financial results and the short term incentive element of the remuneration of the Executive Directors, the use of
metrics that attempted to link Executive Director’s performance with the current year’s profits would be unreliable and,
at best, be artificial and, at worst, be misleading. Consequently, as in the past, the Remuneration Policy reflects the three
factors noted above.
MALUS AND CLAWBACK PROVISIONS
Malus and clawback provisions operate in respect of the annual bonus to protect shareholder interests and reduce the risk
of inappropriate risk taking. Events or actions that could trigger the activation of malus and clawback provisions would be:
• material misstatement of audited financial results;
• an error in calculating a performance condition;
• risk management failure;
• any circumstances justifying summary dismissal from office or employment with the Group (including but not limited to
dishonesty, fraud or breach of trust);
• significant reputational damage;
• corporate failure or insolvency.
Mountview Estates P.L.C. Annual Report and Accounts 2023
52
SHAREHOLDING REQUIREMENT AND POST EMPLOYMENT HOLDING PERIOD
The Company has no shareholding requirement for Executive Directors in view of their current substantial personal
holdings, although the Remuneration Committee reserves the right to introduce such a requirement should new Executive
Directors be appointed in the future.
Similarly, given that the shareholdings of the current Executive Directors have been acquired other than as a result of
share-based incentive schemes the Remuneration Committee does not believe that any post employment holding period
is appropriate in relation to these shares. However, should such a share based incentive scheme be introduced for current
or new Executive Directors then the Remuneration Committee reserves the right to review this policy in relation to shares
acquired through share based incentive schemes and to apply a post employment holding period, should it consider it
appropriate to do so, based on a review of prevailing practice at that time.
DISCRETION
The Remuneration Committee considers annually both salary and the STI awards which operate in accordance with the
policy tables on pages 52 and 53. Consistent with market practice, the Remuneration Committee retains discretion over a
number of areas relating to the operation and administration of these awards. This includes the ability within the policy to:
• adjust targets and/or set different measures or weightings for the applicable awards, if the Committee determines that
either for the current year external developments support modification of the terms or determines that the original
conditions are no longer appropriate or do not fulfil their initial purpose for the longer term. In either case such changes
would be explained in the directors’ remuneration report and, if appropriate, be discussed with our major shareholders
• adjust the outcomes under the plan to ensure these are aligned to and are reflective of the underlying business aims
and performance of the Group, or in response to external factors that affect the Group’s performance in a manner
consistent with other listed companies.
In particular, in relation to the STI awards the areas of discretion include, but are not limited to, determining the
participation of new Executive Directors, the award levels, setting or amending performance measures and targets,
treatment of awards on a change of control, treatment of awards for leavers and adjusting awards (e.g. as a result of a
change in capital structure).
REMUNERATION POLICY DETAIL TABLES
The tables below summarise the main elements of the remuneration packages of the Executive Directors, the key features
of each element, their purpose and linkage to strategy.
EXECUTIVE DIRECTORS
Component
BASE SALARY
Purpose and link to strategy To provide a competitive level of non-variable remuneration and major element of total
remuneration aligned to the Company’s peer group and reflective of the seniority of the post, the
experience of the Executive and the known and expected contribution to the Group’s strategy.
Operation Base salaries are reviewed each year with regard to the seniority of the individual, changes to
responsibilities, performance, peer group developments and inflationary increases taking into
account the Consumer Prices Index, published annual remuneration surveys and the average change
in workforce salaries, excluding promotion, merit or similar components of workforce rises, if this is
lower than the published inflation indices. While all the factors above are taken into account, the
percentage annual increase will normally not exceed the small cap upper quartile figure increase for
executives as reported annually by FIT or other reputable provider of survey data.
Opportunity Base salaries are fixed for each financial year and effective from 1 April each year.
Performance metrics None
Remuneration Report (Continued)
53
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
Component
PENSION
Purpose and link to strategy To attract and retain high quality Executives by providing income in retirement.
Operation The Company would offer contributions to an approved defined contribution pension scheme. The
current Executive Directors do not receive contributions under a pension scheme.
Opportunity Contributions would be made at the rate applied to workforce pensions and be based on base salary
only. Contributions may be made at a higher rate through salary sacrifice.
Performance metrics None
BENEFITS
Purpose and link to strategy To aid the recruitment and retention of high quality Executives.
Operation The Company provides private medical insurance, sick pay and life assurance. Other non-
pensionable benefits may be provided if the Remuneration Committee considers it appropriate. The
Remuneration Committee reserves the discretion to introduce new benefits where it concludes that it
is appropriate to do so, having regard to the particular circumstances and to market practice.
Opportunity The benefits are fixed in relation to the Executive’s base salary. The Remuneration Committee
reviews the appropriateness of these benefits. The value of benefits may vary from year to year
depending on the cost to the Company from third-party providers.
Performance metrics None
SHORT TERM INCENTIVE
Purpose and link to strategy Incentive awards are to be aligned with Group financial performance and reward personal
contribution to results.
Operation Awards are reviewed each year with regard to the individual’s performance and their contribution to
the Group’s performance, financial results and peer group comparators.
Opportunity Any award under this scheme will be set at a level that aligns the short-term incentive award with
the Group’s financial performance, while also reflecting non-financial contributions and remaining
comparable with our peer group. The maximum percentage of base salary payable for an award
under this scheme is 100%.
Performance metrics The Remuneration Committee considers financial metrics (currently primarily profit before tax), other
non-financial achievements and corresponding movements within the peer group over the course of
the financial year under review.
NON-EXECUTIVE DIRECTORS
The policy on Non-Executive Directors’ fees is set out below:
Component
FEES
Purpose and link to strategy Non-Executive Directors receive a fee to cover their time and expenses in attending Board,
Committee and any other meetings that they are required to attend over the year.
Non-Executive Directors may receive additional fees and expenses for attending meetings not
otherwise in the ordinary course of their duties, or where additional effort is needed above that
required by the terms of their appointment.
Operation Fees are reviewed periodically by the Board with reference to the expected time commitment and
market level for such services
Non-Executive Directors are not entitled to any other incentives or benefits beyond their fees and
reimbursement for travel and related business expenses reasonably incurred in performing their
duties.
Opportunity The aggregate fees and any benefits of the Chairman and Non-Executive Directors will not exceed
the limit from time to time prescribed within the Company’s Articles of Association for such fees,
currently £250,000 p.a. in aggregate.
Any increases in fee levels made will be appropriately disclosed in the Annual Report.
Performance metrics None
Mountview Estates P.L.C. Annual Report and Accounts 2023
54
APPROACH TO RECRUITMENT REMUNERATION
When setting the remuneration package for a new Executive Director, the Remuneration Committee will apply the same
principles and policy as set out above. Depending on individual circumstances, the Remuneration Committee will consider
providing pension contributions and other long-term incentives appropriate to the individual and their responsibilities.
Base salary will be set at a level appropriate to the role and experience of the Executive Director being appointed. This may
include agreement on future increases up to a market rate, in line with increasing experience and responsibilities, subject to
good performance, where it is considered appropriate by the Remuneration Committee.
In relation to external appointments, the Remuneration Committee may structure a remuneration package that it considers
appropriate to recognise awards or benefits that may or will be forfeited on resignation from a previous position, taking
into account timing and valuation – and any other matters it considers relevant. The policy is that the maximum payment
under any such arrangement (which may be in addition to the normal variable remuneration) should be no more than the
Remuneration Committee considers is required to provide reasonable compensation to the incoming Executive Director.
In the case of an employee who is promoted to the position of Executive Director, it is the Company’s policy to honour pre-
existing award commitments (including awards, incentives, benefits and contractual arrangements) in accordance with their
terms to the extent that such pre-existing commitments are permitted by the Code.
Where any recruitment involves the agreed relocation of the individual, the Company may offer additional benefits and
meet some or all associated costs for periods that would be agreed by the Remuneration Committee on a case by case
basis.
Where an individual is appointed as a result of an acquisition, merger or other corporate event, the Company will honour
any legacy terms and conditions to the extent that such legacy terms are permitted by the Code.
Non-Executive Directors appointments will be made based on a Non-Executive Director agreement. Non-Executive
Directors’ fees, including those of the Chairman, will be set at a competitive market level, reflecting the experience of the
individual and the responsibility and time commitment of the role.
In all cases the Remuneration Committee will bear in mind the best interests of the Company.
DETAILS OF DIRECTORS’ SERVICE CONTRACTS
EXECUTIVE DIRECTORS
Contract Date Unexpired Term Notice Period
Mr D.M. Sinclair 26 September 2022 No fixed term 12 months
Mrs M.M. Bray 26 September 2022 No fixed term 12 months
The Executive Directors’ service contracts contain provisions relating to matters such as salary, salary continuance in the
event of illness, holidays, life and medical insurance, etc. The Executive Directors’ service contracts can be terminated on
one year's notice by either party.
The Executive Directors are entitled to a compensation payment upon a change of control of the Company. Such
compensation payment (subject to the deduction of income and other taxes required by law and any other sums owed by
the Executive Director to the Company) is equal to the Executive Director’s annual gross annual salary, bonus, benefits in
kind and pension contributions, as reported in the Company’s last audited accounts. The Executive Directors’ contracts
make no other provision for termination payments other than for salary and benefits in lieu of notice.
Executive Directors are entitled to reasonable out of pocket expenses properly and reasonably incurred by them in the
proper performance of their duties.
Remuneration Report (Continued)
55
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
NON-EXECUTIVE DIRECTORS
Contract Date Unexpired Term Notice Period
Ms M.L. Archibald* 1 July 2023 9 months 1 month
Dr A.R. Williams 1 December 2021 17 months 1 month
Mr A.W. Powell 1 April 2021 9 months 1 month
* Ms M L Archibald's contract is being extended for a further period of nine months to facilitate a smooth handover. See Nomination Committee Report on
page 42 for further details.
Non-Executive Directors are only entitled to accrued fees due to them at the date of termination of their appointment and,
where appropriate, a payment in lieu of their contractual notice period.
OTHER MATTERS
The Remuneration Committee may make non-substantial amendments to the policy set out above.
In making its decisions, the Remuneration Committee shall take into account the conditions of the Group as a whole and
proposals as regards the general staff.
Lastly, the Remuneration Committee considers the views of investor bodies and shareholders. The Company seeks an
ongoing dialogue with shareholders on all matters of strategic importance – including remuneration.
POLICY REGARDING EXTERNAL APPOINTMENTS
Executive Directors are not actively encouraged to hold external directorships. Duncan Sinclair is a director of Sinclair
Estates Ltd. and Ossian Investors Ltd, companies which hold property assets in run-off. He is also a Trustee of The Sinclair
Charity and a Director of Sinclair Events Ltd.
Non-Executive Directors are appointed because of their skills and experience and it is accepted that they have other
commitments beyond Mountview. The Chairman keeps the availability of Non-Executive Directors under review to ensure
that they have the capacity to support the Company as required.
ILLUSTRATION OF POSSIBLE OUTCOME IN CEO AND CFO REMUNERATION £000s
At expectation*
Minimum**
Maximum***
CEO
CFO
Total
1,165
931
889
702
1,752
1,404
CEO
CFO
CEO
CFO
Base Salary Fixed Benefits
Variable
863
(74.08%)
276
(23.69%)
702
(75.40%)
229
(24.60%)
863
(97.08%)
26
(2.92%)
26
(2.23%)
702
(100.0%)
863
(49.26%)
863
(49.26%)
26
(1.48%)
702
(50.0%)
702
(50.0%)
* As noted earlier in the remuneration report, formal targets are not used in determining the short-term incentive awards, with the award being based on
year on year relative financial and non-financial performance and the Executive Director’s personal contribution which includes a mix of objective and
subjective measures. For the purposes of the ‘At expectation’ illustration we have assumed that the Short Term Incentive award would represent the same
proportion of the 2023/24 base salary as in 2022/23.
** Minimum is based on fixed remuneration consisting of projected annual salary for 2023/24 with fixed benefits but assuming no Short-Term Incentive award.
*** Maximum is based on fixed remuneration consisting of projected annual salary for 2023/24 with fixed benefits with the maximum Short-Term Incentive
award opportunity of 100% of base salary.
Mountview Estates P.L.C. Annual Report and Accounts 2023
56
APPLICATION OF THE REMUNERATION POLICY
The Remuneration Committee starts its process by reviewing the published market benchmarks for remuneration, with
particular focus on any movements in salaries for the current year and recent Group performance. The Remuneration
Committee would then determine the appropriate level of base salary for the Executive Directors with reference to these
results, and as described above also considering relative performance against the peer group and other market metrics
where relevant. As the peer group population is recognised as becoming less reliable, the Remuneration Committee has
incorporated discretion to a greater degree in this financial year.
The Remuneration Committee sets the Executive Directors’ Short-Term Incentive award at a level to reflect the Group’s
financial performance while remaining comparable with our peer group. The award is referenced to the financial metrics of
the Group (primarily profit before tax) and also takes account of such other factors as the Remuneration Committee sees fit
such as
• Any other non-financial factors to be considered;
• The total remuneration of other peer group companies and movement in market benchmarks.
ANNUAL REMUNERATION REPORT (AUDITED INFORMATION)
DIRECTORS’ TOTAL REMUNERATION SINGLE FIGURE TABLE
2023
Salary
£000
Benefits in
kind
1
£000
Total Fixed
Remuneration
2
£000
Bonus
3
£000
Total
£000
Executive
D.M. Sinclair 830 26 856 265 1,121
M.M. Bray 675 - 675 220 895
Non-Executive
4
A.W. Powell 105 - 105 - 105
M.L. Archibald 41 - 41 - 41
Dr A.R. Williams 41 - 41 - 41
1,692 26 1,718 485 2,203
1.
The Benefits in kind are as set out in the policy table.
2.
The current Executive Directors do not receive a pension contribution thus the Total Fixed remuneration comprises salary and benefits.
3.
The approach used for the bonus awards is described in the ‘Role of the Remuneration Committee’ note on page 48. The Company does not operate a LTI
scheme, and thus the bonus figures are the Total Variable Remuneration
4.
Commensurate with his role as Chairman Tony Powell’s salary was increased to £105k p.a. from 1 April 2022. The salary of both M.L. Archibald and
DrA.R.Williams was increased to £41k p.a. from 1 April 2022.
2022
Salary
£000
Benefits in
kind
1
£000
Total Fixed
2
Remuneration
£000
Bonus
3
£000
Total
£000
Executive
D.M. Sinclair 591 27 618 479 1,097
M.M. Bray 450 – 450 330 780
Non-Executive
A.W. Powell 102 – 102 – 102
M.L. Archibald 40 – 40 – 40
Dr A.R. Williams 40 – 40 – 40
1,223 27 1,250 809 2,059
1.
The Benefits in kind are as set out in the policy table.
2.
The current Executive Directors do not receive a pension contribution thus the Total Fixed remuneration comprises salary and benefits.
3.
The approach used for the bonus awards is described in the Role of the Remuneration Committee note on page 48. The Company does not operate a LTI
scheme, and thus the bonus figures are the Total Variable Remuneration.
Remuneration Report (Continued)
57
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
UNAUDITED INFORMATION
CEO SINGLE FIGURE
Bonus as % of
maximum bonus*
CEO single figure of
total remuneration
£000
2023 D.M. Sinclair 31.93% 1,121
2022 D.M. Sinclair 33.73% 1,097
2021 D.M. Sinclair 36.12% 1,095
2020 D.M. Sinclair 33.54% 1,027
2019 D.M. Sinclair 33.08% 975
2018 D.M. Sinclair 35.42% 977
2017 D.M. Sinclair 42.89% 1,038
2016 D.M. Sinclair 55.08% 943
2015 D.M. Sinclair 34.70% 778
2014 D.M. Sinclair 33.31% 659
* Prior to 2017 the Remuneration Policy did not have a maximum for STI – so the bonus as a percentage of maximum is not formally computable. However,
for the purposes of comparison we have computed these percentages for earlier years as if the post 2022 policy applied.
The figures for Bonus as percentage of maximum bonus are different from those reported in 2022 as under the 2022 policy the mix between fixed and
variable remuneration was rebalanced and the maximum bonus award was changed from 150% to 100%. In addition, as noted in page xx the Company
does not operate a LTI scheme.
CFO SINGLE FIGURE
Bonus as % of
maximum bonus*
CFO single figure of
total remuneration
£000
2023 M.M. Bray 32.59% 895
2022 M.M. Bray 34.62% 780
2021 M.M. Bray 37.43% 780
2020 M.M. Bray 34.53% 729
2019 M.M. Bray 34.05% 692
2018 M.M. Bray 36.55% 692
2017 M.M. Bray 44.68% 730
2016 M.M. Bray 57.14% 661
2015 M.M. Bray 37.41% 546
2014 M.M. Bray 33.99% 473
* Prior to 2017 the remuneration policy did not have a maximum for STI – so the bonus as a percentage of maximum is not formally computable. However,
for the purposes of comparison we have computed these percentages for earlier years as if the post 2022 policy applied.
The figures for Bonus as percentage of maximum bonus are different from those reported in 2022 as under the 2022 policy the mix between fixed and
variable remuneration was rebalanced and the maximum bonus award was changed from 150% to 100%. In addition, as noted in page xx the Company
does not operate a LTI scheme.
Mountview Estates P.L.C. Annual Report and Accounts 2023
58
PERCENTAGE CHANGE IN REMUNERATION OF DIRECTORS AND EMPLOYEES
The percentage change in remuneration between 2020 and 2023 for the Directors and for all employees, excluding the
Directors, in the Group was:
2022-23 2021-22 2020-21
Base
Salary
Taxable
Benefits
Annual
Bonus**
Base
Salary
Taxable
Benefits
Annual
Bonus
Base
Salary
Taxable
Benefits
Annual
Bonus
Executive Directors
D.M. Sinclair 3.75% -3.7% -1.85% 3.14% 8.00% -3.62% 3.24% 0.00% 11.19%
M.M. Bray 3.85% N/A -2.22% 3.45% N/A -4.35% 3.33% N/A 12.01%
Non-Executive Directors
A.W. Powell 2.94% N/A N/A 3.03% N/A N/A 0.00% N/A N/A
M.L. Archibald 2.50% N/A N/A 2.56% N/A N/A 0.00% N/A N/A
Dr A.R. Williams 2.50% N/A N/A 2.56% N/A N/A 0.00% N/A N/A
Employee population 9.78% -1.36* 14.00% 9.58% -16.75%* -1.97% 4.02% -1.98%* 32.75%
* The 2022/23 staff taxable benefits have reduced. As in 2021/22 the car benefit reduced as, when the recent car leases ended, a change was made from
diesel cars to hybrid cars. This switch attracts a lower taxable benefit leading to a reduction in car benefits of 6.7% (2022 -20% and 2021-2.6%), other staff
benefits increased by 14.6% (2022 reduced by 8%; 2021 increased by 0.6%).
** The percentage change in annual bonus for the Executive Directors shown for 2022/23 is based on the rebalanced figures for their remuneration as
described in the 2022 Remuneration Report notes on the revised policy presented to the 2022 AGM. Prior year's changes are as previously reported.
PERFORMANCE GRAPH
The graph illustrates the Company’s performance compared to a broad equity market index over the past ten years. As
the Company is a constituent of the FTSE 350 Real Estate Index, that index is considered the most appropriate form of
broad equity market index against which the Company’s performance should be plotted. Performance is measured by Total
Shareholder Return as represented by share price performance and dividend.
The graph looks at the value of £100 invested in Mountview Estates P.L.C. compared to the value of £100 invested in the
FTSE All-Share Index and the FTSE 350 Real Estate Index on 31 March each year.
10 YEAR TSR RETURN – ANNUAL CHART
0
50
100
150
200
250
300
350
400
Mountview Estates – Total Return Index
FTSE 350 SS Real Estate £ – Total Return Index FTSE All Share Index – Total Return Index
31/03/2013
31/03/2014
31/03/2015
31/03/2016
31/03/2017
31/03/2018
31/03/2019
31/03/2020
31/03/2021
31/03/2022
31/03/2023
Remuneration Report (Continued)
59
Mountview Estates P.L.C. Annual Report and Accounts 2023
GOVERNANCE
RELATIVE IMPORTANCE OF SPEND ON PAY
The difference in actual expenditure between 2022/23 and 2021/22 on remuneration for all employees in comparison to
profit after tax and distributions to shareholders by way of dividend is set out in the tabular graphs below:
PROFIT AFTER TAX (£M)
0.41
DIVIDEND (£M)*
0.97
TOTAL EMPLOYEE PAY
0.41M
2023
26.47
2022
26.88
28.27
2023
29.24
2022
4.56
2023
4.97
2022
* The £29.2 million dividend in relation to 2023 includes £9.75 million as a special dividend paid on 27 March 2023. The £28.27 million dividend in relation to
2022 includes £10.72 million as a special dividend paid on 28 March 2022
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN THE CURRENT FINANCIAL YEAR
Executive Directors:
Following consultation with our advisers on the current trends in the market in relation to executive salary awards, with
effect from 1 April 2023 the basic salary of the CEO will be increased to £863k p.a. and the CFO to £702k p.a.
Non-Executive Directors:
The Board considered the fees payable to the Non-Executive Directors and approved increases from £105k to £108k for the
Chairman, an increase of 2.9%, and from £41k to £43k for other Non-Executive Directors representing a 4.3% increase year
on year.
DETAILS OF THE REMUNERATION COMMITTEE
During 2022/2023 the Remuneration Committee comprised three NEDs, including the Chairman who was independent
on appointment, and one independent NED. The Remuneration Committee and the Board recognize that this is not in
accordance with Provision 32 of the 2018 Code (see Corporate Governance Report page 37) however, given the size and
composition of the Board, believe that this alternative approach to the membership of the Remuneration Committee is
pragmatic.
STATEMENT OF VOTING AT GENERAL MEETING
At the Annual General Meetings held on 10 August 2022, the Directors’ Remuneration Report and the Directors’
Remuneration Policy received the following votes based on proxy forms from shareholders.
Resolution
Number of
shares
Voting
for %
Number of
shares
Voting
against %
Total votes
cast
Votes
withheld
Annual report on Remuneration (2022 AGM) 2,027,837 67.03 997,421 32.97 3,025,258 0
Remuneration Policy (2022 AGM) 2,027,587 67.02 997,671 32.98 3,025,258 0
As reported in a regulatory announcement on 2 February 2023: Following the 2022 AGM the Company identified as far as
possible those shareholders who did not support the various resolutions and attempted to engage with them to seek their
views. Some shareholders did not wish to engage. The Company remains committed to shareholder engagement and will
continue to offer to meet with shareholders to take into account their concerns and considerations in the future.
Mountview Estates P.L.C. Annual Report and Accounts 2023
60
DIRECTORS’ INTERESTS IN SHARE CAPITAL*
The number of Ordinary Shares in the Company in which the Directors and their families were interested is as follows:
31 March
2023
31 March
2022
Ordinary Shares of 5p each
D.M. Sinclair including:
• holding of Mrs C.R Sinclair of 50,000
• holding of Sinclair Estates Limited of 54,165.
(Mr Sinclair is a Director of Sinclair Estates Limited.)
• holding of The Sinclair Charity of 58,117
(Mr Sinclair is a trustee of The Sinclair Charity.)
596,500 596,500
M.M. Bray 12,302 12,302
ML. Archibald 400 100
Dr A.R. Williams 61,008 61,810
* As noted on page 51 the Company does not operate any LTI or similar share schemes.
All the above interests are beneficial unless otherwise stated. There were no other changes in shareholdings during the year
and no changes between 31 March 2023 and the date of this report.
Ms. M.L. Archibald
Chairman of the Remuneration Committee
On behalf of the Board
4 July 2023
Remuneration Report (Continued)
61
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
Consolidated Statement
of Comprehensive Income
Notes
Year ended
31 March
2023
£000
Year ended
31 March
2022
£000
Revenue 4 73,593 66,010
Cost of sales 4 (32,993 ) (25,144 )
Gross profit 40,600 40,866
Administrative expenses (6,592 ) (6,197 )
Gain on sale of investment properties 13 – 53
Operating profit before changes in fair value of investment properties 34,008 34,722
(Decrease)/Increase in fair value of investment properties 13 (36 ) 444
Profit from operations 33,972 35,166
Net finance costs 8 (1,208 ) (298 )
Profit before taxation 32,764 34,868
Taxation – current 9 (6,233 ) (6,637 )
Taxation – deferred 19 (66 ) (1,349 )
Taxation 9 (6,299 ) (7,986 )
Profit attributable to equity shareholders and total comprehensive income 26,465 26,882
Basic and diluted earnings per share (pence) 11 678.8 p 689.5 p
All the activities of the Group are classed as continuing.
The Notes on pages 65 to 81 are an integral part of these consolidated financial statements.
for the year ended 31 March 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
62
Consolidated Statement
of Financial Position
Notes
As at
31 March
2023
£000
As at
31 March
2022
£000
Assets
Non-current assets
Property, plant and equipment 12 1,493 1,546
Investment properties 13 25,415 25,451
Current assets
Inventories of trading properties 15 422,742 393,275
Trade and other receivables 16 6,656 1,326
Cash at bank 18 776 643
Total assets 457,082 422,241
Equity and liabilities
Capital and reserves attributable to equity holders of the Company
Share capital 21 195 195
Capital reserve 22 25 25
Capital redemption reserve 22 55 55
Other reserves 22 56 56
Retained earnings 23 390,377 393,155
Non-current liabilities
Long-term borrowings 18 56,700 19,200
Deferred tax 19 5,766 5,700
Current liabilities
Bank overdrafts and short-term loans 18 60 —
Trade and other payables 17 1,984 1,470
Current tax payable 1,864 2,385
Total liabilities 66,374 28,755
Total equity and liabilities 457,082 422,241
Approved by the Board on 4 July 2023.
D.M. Sinclair M.M. Bray
Chief Executive Director
Company no: 00328020
The Notes on pages 65 to 81 are an integral part of these consolidated financial statements.
for the year ended 31 March 2023
63
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
Consolidated Statement
of Changes in Equity
Changes in equity for year ended
31 March 2022 Notes
Share
capital
£000
Capital
reserve
£000
Capital
redemption
reserve
£000
Other
reserves
£000
Retained
earnings
£000
Total
£000
Balance as at 1 April 2021 195 25 55 56 394,540 394,871
Profit for the year 26,882 26,882
Dividends 10 (28,267 ) (28,267 )
Balance at 31 March 2022 23 195 25 55 56 393,155 393,486
Changes in equity for year ended
31 March 2023
Balance as at 1 April 2022 195 25 55 56 393,155 393,486
Profit for the year 26,465 26,465
Dividends 10 (29,243 ) (29,243 )
Balance at 31 March 2023 23 195 25 55 56 390,377 390,708
The Notes on pages 65 to 81 are an integral part of these consolidated financial statements
for the year ended 31 March 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
64
Consolidated Cash Flow
Statement
Notes
Year ended
31 March
2023
£000
Year ended
31 March
2022
£000
Cash flows from operating activities
Profit from operations 33,972 35,166
Adjustment for:
Depreciation 12 53 60
(Gain) on disposal of investment properties 13 – (53 )
Decrease/(Increase) in fair value of investment properties 13 36 (444 )
Operating cash flows before movement in working capital 34,061 34,729
(Increase)/Decrease in inventories (29,467 ) 4,891
(Increase)/Decrease in receivables 16 (5,330 ) 91
Increase/(Decrease) in payables 17 514 (672 )
Cash generated from operations (222 ) 39,039
Interest paid 8 (1,208 ) (298 )
Income tax (6,754 ) (8,368 )
Net cash (outflow)/inflow from operating activities (8,184 ) 30,373
Investing activities
Proceeds from disposal of investment properties 13 – 620
Net cash inflow from investing activities – 620
Cash flows from financing activities
Increase/(Repayment) of borrowings 37,500 (2,349 )
Equity dividend paid (29,243 ) (28,267 )
Net cash inflow/(outflow) from financing activities 8,257 (30,616 )
Net Increase in cash and cash equivalents 73 377
Opening cash and cash equivalents 643 266
Cash and cash equivalents at end of year 18 716 643
The Notes on pages 65 to 81 are an integral part of these consolidated financial statements.
for the year ended 31 March 2023
65
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Company is a public limited liability company incorporated, domiciled and registered in England .
The address of its registered office is: 151 High Street, Southgate, London N14 6EW . The Company website is:
www.mountviewplc.co.uk.
The Company has its premium listing on the London StockExchange.
These consolidated financial statements have been approved for issue by the Board of Directors on 4 July 2023.
2. ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.
These policies have been consistently applied to allthe years presented, unless otherwise stated.
(A) BASIS OF PREPARATION
Notes to the Consolidated
Financial Statements
for the year ended 31 March 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
66
2. ACCOUNTING POLICIES CONTINUED
(G) INTEREST EXPENSE
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2023
67
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
2. ACCOUNTING POLICIES CONTINUED
(J) INVESTMENT PROPERTY
Mountview Estates P.L.C. Annual Report and Accounts 2023
68
2. ACCOUNTING POLICIES CONTINUED
(L) PENSION COSTS
(M) FINANCIAL INSTRUMENTS
(N) BANK BORROWINGS
(O) CASH AND CASH EQUIVALENTS
(P) LEASING
(Q) ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS
(R) CRITICAL ACCOUNTING JUDGEMENTS AND KEY AREAS OF ESTIMATION UNCERTAINTY
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2023
69
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
2. ACCOUNTING POLICIES CONTINUED
Mountview Estates P.L.C. Annual Report and Accounts 2023
70
(A) MARKET RISK
(C) LIQUIDITY RISK
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2023
71
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED
Mountview Estates P.L.C. Annual Report and Accounts 2023
72
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2023
73
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
Mountview Estates P.L.C. Annual Report and Accounts 2023
74
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2023
75
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
Mountview Estates P.L.C. Annual Report and Accounts 2023
76
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2023
77
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
18. BANK OVERDRAFTS, LOANS AND CASH
2023
£000
2022
£000
Bank overdrafts 60 —
Bank loans 56,700 19,200
56,760 19,200
Mountview Estates P.L.C. Annual Report and Accounts 2023
78
18. BANK OVERDRAFTS, LOANS AND CASH CONTINUED
Maturity profile of financial liabilities at 31 March 2023 was as follows:
2023
£000
2022
£000
Amounts repayable:
In one year or less 60 –
Between one and five years 56,700 19,200
56,760 19,200
Less: amount due for settlement within 12 months (shown under current liabilities) 60 –
Amount due for settlement after 12 months 56,700 19,200
The average interest rates paid were as follows:
2023
%
2022
%
Bank overdrafts 4.00 1.79
Bank loans 4.50 2.17
The Directors consider that the carrying amount of bank overdrafts and loans approximates their fair value.
The other principal features of the Group’s borrowings are as follows.
1. The Group has a short-term borrowing facility of £10 million (2022: £10 million) with Barclays Bank. This is due for review
in November 2023 and the rate of interest payable is:
• 1.6% over base rate on overdraft
• Headroom of this facility at 31 March 2023 amounted to £9.94 million (2022: £10 million).
2. The Group has a £60 million (2022: £60 million) long-term revolving loan facility with Barclays Bank with a termination
date of March 2027. The rate of interest is 1.9% above SONIA. The loan is secured by a cross guarantee between
Mountview Estates P.L.C. and its subsidiaries. The loan is not repayable by instalments. Headroom under this facility at
31 March 2023 amounted to £20 million (2022: £58 million).
3. The Group has re-negotiated a £20 million long-term revolving loan facility with HSBC Bank. The termination date for
this facility is March 2028. The rate of interest payable on the loan is 2.1% above SONIA. The loan includes a Negative
Pledge. The loan is not repayable by instalments. As at 31 March 2023 headroom under this facility amounted to £3.3
million (2022: £2.8 million).
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2023
79
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
Mountview Estates P.L.C. Annual Report and Accounts 2023
80
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2023
81
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
Mountview Estates P.L.C. Annual Report and Accounts 2023
82
Independent Auditor’s Report
OPINION
We have audited the Group Financial Statements of Mountview Estates P.L.C. for the year ended 31 March 2023 which
comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and the related notes, including a
summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and UK adopted international accounting standards.
In our opinion the Group Financial Statements:
• give a true and fair view of the state of the Group’s affairs as at 31 March 2023 and of its profit for the year then ended;
• have been properly prepared in accordance with UK adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Group
Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements
that are relevant to our audit of the Financial Statements in the UK, including the FRC’s Ethical Standard as applied to listed
public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the Group Financial Statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the director’s assessment of the
Group’s ability to continue to adopt the going concern basis of accounting included:
• reviewing the headroom between the Group’s regular income and its fixed cost base;
• consideration of the liquidity of the Group’s assets;
• reviewing post year end property sales;
• reviewing the Group’s available bank facilities and compliance with covenants; and
• consideration of mitigating actions available to management should cash inflows be less than forecast.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Group’s ability to continue as a going concern for a period
of at least twelve months from when the financial statements are authorised for issue.
In relation to the Group’s reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
OUR APPROACH TO THE AUDIT
Our audit involved obtaining an understanding of the Group and its environment, including its control environment,
internal control systems and applicable laws and regulations. This formed the basis for our assessment of the risk of material
misstatement at the Group level.
The Group reports its operating results and financial position along two business lines, being UK residential trading
properties and investment properties. The Group comprises the Parent Company and three subsidiaries. We performed full
scope audits of each entity using levels of materiality applicable to each entity, which were lower than Group materiality. At
the Group level we also tested the consolidation process. There were no significant changes to our audit approach.
to the members of Mountview Estates P.L.C. year ended 31 March 2023
83
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
During our audit we tested and examined information, using sampling and other techniques, to the extent we considered
necessary to provide a reasonable basis for us to draw conclusions. We reviewed the Group’s internal controls and obtained
our audit evidence largely through substantive procedures.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group
Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether
or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context
of our audit of the Group Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
• Revenue recognition – refer to page 66 for the Group’s accounting policy in respect of revenue recognition.
Under International Standard on Auditing (ISA) (UK) 240 there is a presumption that there is a risk of fraud in revenue
recognition. Revenue is also one of the Group’s key performance indicators. We therefore identified revenue recognition as
a significant risk. Revenue was audited in each component to specific performance materiality levels, which were lower than
group performance materiality. We verified the occurrence of property sales by selecting an appropriate sample of those
sales during the year and verifying to both completion statements and bank transactions. We reviewed other supporting
documents to confirm the validity of each completion statement sampled. We also reconciled property stock movements
and performed appropriate cut off procedures to ensure that sales were complete and recorded in the correct accounting
period. We tested rental income for completeness by sampling from property stock, reviewing the underlying rental
agreement and tracing to recorded rental income. Based on our audit testing we did not identify any material instances of
revenue not being recognised in accordance with the Group’s accounting policy.
• Carrying value of property inventory – refer to page 67 for the Group’s accounting policy in respect of the value of
property inventory
Property inventory is the Group’s most significant asset and is carried at the lower of cost and net realisable value (“NRV”).
NRV is based on vacant possession and is subject to change, largely based on movements in the property market. We
therefore determined the valuation of inventory to be a significant risk. Property inventory was audited at component
performance materiality levels, which were lower than group performance materiality. We reviewed sales of all properties
sold during the year and for a suitable period after the year end to ensure that there was no evidence of properties being
sold for less than cost that might indicate potential impairment. We reviewed property purchases during the year to confirm
that, in accordance with the Group’s operating model, these were purchased at a discount to market value with vacant
possession. We also looked at movements in the UK House Price Index for property inventory locations to identify any
indicator of potential impairment. We used this risk assessment to select an appropriate sample of individual properties
for testing. For the selected sample we estimated market value with vacant possession based on publicly available price
information and by discussing valuations with Group management. We then compared the result with the property cost as
recorded in the Group’s records. In addition, we reviewed unsold property stock at the year end. We considered the reason
the property was unsold and if there was any indication of impairment. Based on our audit testing we found the carrying
value of inventory to be acceptable.
• Valuation of investment properties – refer to page 67 for the Group’s accounting policy in respect of the value of
investment properties
We did not identify the valuation of the investment properties as a significant risk, but we did identify the valuation as a
key audit matter as the valuations are material to the Group balance sheet and are subject to judgement and estimation in
arriving at fair value. Investment property valuation was audited at component performance materiality levels, which were
lower than group performance materiality. The investment properties are valued annually by a suitably independent and
qualified valuer as disclosed in note 13 to the financial statements. We reviewed the terms of engagement of the valuer, the
valuation assumptions and the valuation workings. We also discussed the methodology used with the valuer and compared
the revaluation with our expectation based on market data. Based on our audit testing we consider the valuation of
investment property to be acceptable.
Mountview Estates P.L.C. Annual Report and Accounts 2023
84
OUR APPLICATION OF MATERIALITY
We determined overall materiality for the Group to be £4.6 million, which is approximately 1% of gross assets. We
concluded that determining materiality based on gross assets was consistent with industry peers and appropriately reflects
the nature of the business.
We calculated performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality level for the financial statements as a whole. We
determined performance materiality to be £3.7m, which was set at 75% of overall materiality. Performance materiality was
determined based on our risk assessment, the low level of errors found in prior years, and taking into account the overall
control environment and the number and complexity of components in the group. Lower levels of performance materiality
were set for each entity within the Group based on the risks assessed within each entity.
In addition, we applied a lower materiality of £1.5m to specific income statement items, being net trading profits on the
sale of properties, rental income, rental expenses, administrative expenses and finance charges, and £146k for Directors’
transactions. We believe misstatement of these specific income statement items and directors’ transactions of a lesser
amount than materiality for the financial statements as a whole could reasonably be expected to influence the Company’s
members’ assessment of the financial performance of the Group.
We agreed with the Audit and Risk Committee that we would report to them corrected and uncorrected differences in
excess of 5% of the materiality level, as well as differences below that threshold that in our view warranted reporting on
qualitative grounds.
OTHER INFORMATION
The other information comprises the information included in the annual report other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our
opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the Group
Financial Statements are prepared is consistent with the Financial Statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, we
have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which 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 and the part of the directors’ remuneration report to be audited 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.
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2023
85
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that
part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate
Governance Statement specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during
the audit:
• Directors’ statement with regards the appropriateness of adopting the going concern basis accounting and any material
uncertainties identified set out on page 33;
• Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the
period is appropriate set out on page 13;
• Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation
and meet its liabilities as set out on page 13;
• Directors’ statement on fair, balanced and understandable set out on page 35;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 40;
• The section of the annual report that describes the review of effectiveness of risk management and internal control
systems set out on page 40; and
• The section describing the work of the audit committee set out on pages 44 and 45
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of
the Group Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation of Group Financial Statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Group Financial Statements, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE GROUP FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance about whether the Group Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these Group Financial Statements. Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING
IRREGULARITIES, INCLUDING FRAUD
We identified and assessed the risks of material misstatement in respect of irregularities, including fraud and non-
compliance with laws and regulations. Our procedures included enquiry of management and the Audit and Risk Committee,
together with a review of supporting documentation such as board minutes and audit committee meeting minutes. We
contacted the Group’s legal advisers and reviewed legal expenses. We also performed analytical review procedures to
identify any unusual relationships that may indicate a material misstatement, and additionally tested the appropriateness
of journals to address the risk of fraud through management override of controls. We also performed appropriate testing
Mountview Estates P.L.C. Annual Report and Accounts 2023
86
in respect of the risk of fraud in revenue recognition as described above under key audit matters. Additionally, the risk of
management bias in the valuation of property inventory and investment property, was covered by our testing on each of
these areas as described above under key audit matters. Relevant laws and regulations, together with potential fraud risks,
were communicated to the audit engagement team at the planning stage to ensure they remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
The risk of not detecting a material misstatement resulting from fraud or other irregularities is higher than for one resulting
from error, as they may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control and may involve any area of law and regulation not just those directly affecting the financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS
Following the recommendation of the Audit and Risk Committee, we were appointed by the Directors on 20 March 2023.
The period of total uninterrupted engagement is 17 years for the year ended 31 March 2023.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or to the Parent Company
and we remain independent of the Group and the Parent Company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit and Risk Committee.
We have reported separately on the Parent Company Financial Statements of Mountview Estates P.L.C. for the year ended
31 March 2023. The opinion in that report is unmodified.
THE PURPOSE OF OUR AUDIT WORK AND TO WHOM WE OWE OUR
RESPONSIBILITIES
This report is made solely to the company’s members, as a body, in accordance with chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Athanasios Athanasiou BSc FCA (Senior Statutory Auditor)
For and on behalf of
BSG Valentine (UK) LLP
Chartered Accountants & Statutory Auditor
Lynton House
7 - 12 Tavistock Square
London
WC1H 9BQ
4 July 2023
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2023
87
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
Company Balance Sheet
under UK GAAP
for the year ended 31 March 2023
Notes
31 March
2023
£000
31 March
2022
£000
Fixed assets
Tangible assets 4 1,493 1,546
Investments 5 18,276 18,276
19,769 19,822
Current assets
Stocks 6 394,481 364,769
Debtors 7 6,485 1,093
Cash at bank and in hand 699 499
401,665 366,361
Creditors: amounts falling due within one year 8 (27,225) (23,936)
Net current assets 374,440 342,425
Total assets less current liabilities 394,209 362,247
Creditors: amounts falling due after more than one year 9 (56,700) (19,200)
337,509 343,047
Capital and reserves
Called up share capital 10 195 195
Capital redemption reserve 11 55 55
Capital reserve 11 25 25
Other reserves 11 39 39
Profit and loss account 12 337,195 342,733
337,509 343,047
The Company’s profit for the year was £23.7m (2022: £25.7m)
Approved by the Board on 4 July 2023.
D.M. Sinclair M.M. Bray
Chief Executive Director
Company no: 00328020
The Notes on pages 89 to 94 are an integral part of the Parent Company financial statements.
Mountview Estates P.L.C. Annual Report and Accounts 2023
88
Company Statement of Changes
in Equity under UK GAAP
Changes in equity for year ended
31 March 2022
Share
capital
£000
Capital
reserve
£000
Capital
redemption
reserve
£000
Other
reserves
£000
Retained
earnings
£000
Total
£000
Balance as at 1 April 2021 195 25 55 39 345,257 345,571
Profit for the year 25,743 25,743
Dividends (28,267) (28,267)
Balance at 31 March 2022 195 25 55 39 342,733 343,047
Changes in equity for year ended
31 March 2023
Balance as at 1 April 2022 195 25 55 39 342,733 343,047
Profit for the year 23,705 23,705
Dividends (29,243) (29,243)
Balance at 31 March 2023 195 25 55 39 337,195 337,509
The Notes on pages 89 to 94 are an integral part of the Parent Company financial statements.
for the year ended 31 March 2023
89
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
1. STATEMENT OF COMPLIANCE
These financial statements have been prepared in compliance with FRS 102, ‘The Financial Reporting Standard applicable
in the UK and the Republic of Ireland’.
2. ACCOUNTING POLICIES
BASIS OF PREPARATION
The financial statements have been prepared on the historical cost basis.
The financial statements are prepared in sterling, which is the functional currency of the entity.
The Company has taken advantage of the exemption in section 408 of the Companies Act from disclosing its individual
profit and loss account.
As permitted by FRS 102 the Company has taken advantage of the disclosure exemptions available under that standard in
relation to financial instruments and presentation of a cash flow statement and related party transactions with other wholly-
owned members of the Group. Where required, equivalent disclosures are given in the Group accounts of Mountview
Estates plc.
REVENUE RECOGNITION
Turnover includes proceeds of sales of properties, rents from properties which are held as trading stock, or investment and
any other sundry items of revenue before charging expenses.
Rental income is recognised on a straight-line and accruals basis over the rental period.
Sales of properties are recognised on completion.
INCOME TAX
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period.
Taxis recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income
ordirectly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.
Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax
expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting
date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other
deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been
enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
LEASING
Company as lessor
The Company’s non-cancellable operating leases relate to regulated tenancies under which tenants have the right to remain
in a property for the remainder of their lives. It is therefore not possible to estimate timing of future minimum payments in
respect of these regulated tenancies, hence these are not separately disclosed in the financial statements.
Company as lessee
Rentals payable under operating leases are recognised as an expense on a straight-line basis over the term of the lease.
TANGIBLE ASSETS
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and
impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation
less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Notes to the Financial Statements
under UK GAAP
for the year ended 31 March 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
90
2. ACCOUNTING POLICIES CONTINUED
DEPRECIATION
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic
life of that asset using the straight-line method as follows:
Freehold property – 2% per annum
Fixtures and fittings – 20% per annum
Computer equipment – 25% per annum
INVESTMENTS
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment
losses.
IMPAIRMENT OF FIXED ASSETS
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated
where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly.
Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual
asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-
generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely
independent of the cash inflows from other assets or groups of assets.
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company has become a
party to the contractual provisions of the instrument. Trade and other receivables, trade and other payables, loans and cash
and cash equivalents are measured at amortised cost.
STOCKS
These comprise residential properties, all of which are held for resale and are valued at the lower of cost and estimated net
realisable value. Cost to the Company includes legal fees and commission charges incurred during acquisition together
with improvement costs. Net realisable value is the net sale proceeds which the Company expects on sale of the property
with vacant possession in its current condition.
PENSION COSTS
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is
provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in
future payments or a cash refund.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY AREAS OF ESTIMATION UNCERTAINTY
Going concern
The Directors are required to make an assessment of the Company’s ability to continue to trade as a going concern.
The two main considerations were as follows:
1. Refinancing of banking facilities
The Company has a £60 million (2022: £60 million) revolving loan facility with Barclays Bank. The termination date of this
facility is March 2027.
The Company has re-negotiated a £20 million (2022: £20 million) revolving loan facility with HSBC Bank with a termination
date of March 2028.
for the year ended 31 March 2023
Notes to the Financial Statements
under UK GAAP
(Continued)
91
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
2. ACCOUNTING POLICIES CONTINUED
2. Covenant compliance
The core facility has two covenants, Consolidated Gross Borrowing as a percentage of Consolidated Net Tangible Assets,
and the ratio of Consolidated PBIT to Gross Financing Costs. The Company has remained well within both of these
covenants during the year.
On this basis, the Directors have a reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Carrying value of trading stock
The Company’s residential trading stock is carried in the balance sheet at the lower of cost and net realisable value.
As the Company’s business model is to sell trading stock on vacancy, net realisable value is the net sales proceeds which
the Company expects on sale of a property with vacant possession. Given that by applying our buying criteria all stock is
purchased at a discount to the value with vacant possession the Directors consider the risk of impairment to be low and
accordingly the Company has no NRV provision.
Inventory expected to be settled in more than 12 months
The Board estimates that inventory of £19.8 million will be settled within the next 12 months, with the remaining inventory
value expected to be settled in more than 12 months. This estimation is based on the average cost of sales of inventory
over the last three year period. Mountview’s business, historic and current has involved the purchase for sale of residential
properties subject to regulated tenancies, such properties being sold when vacant possession is obtained.
Regulated tenancies by their nature are not for any specific period of time and in most cases they do not become vacant
until the death of the tenant.
It is difficult to predict with any certainty the time at which Mountview’s inventory properties might become vacant.
3. STAFF COSTS (INCLUDING DIRECTORS)
2023
£000
2022
£000
Wages and salaries 4,336 3,983
Social security costs 569 516
Pension costs 62 57
4,967 4,556
Directors’ Remuneration
2023
£000
2022
£000
Total Directors’ remuneration including salary and bonuses and benefits in kind amounted to: 2,203 2,059
The details of Directors’ remuneration are shown in the audited section of the Remuneration Report on page 56.
The Company contributes 3% of the total annual gross salaries and bonuses of each employee, excluding Directors, to a
Stakeholder Pension Scheme.
The average monthly number of employees during the year was as follows:
2023 2022
Office and management 29 29
Mountview Estates P.L.C. Annual Report and Accounts 2023
92
4. TANGIBLE ASSETS
Freehold
property
£000
Computer
equipment
£000
Total
£000
Cost
At 1 April 2022 2,671 24 2,695
Additions – – –
Written off – (24) (24)
At 31 March 2023 2,671 – 2,671
Depreciation
At 1 April 2022 1,125 24 1,149
Charge for the year 53 – 53
Written off – (24) (24)
At 31 March 2023 1,178 – 1,178
Net book value
At 31 March 2022 1,546 – 1,546
At 31 March 2023 1,493 – 1,493
All tangible assets of the Company are located within England and Wales.
5. INVESTMENTS
Shares in Group
undertakings
£000
Cost
At 1 April 2022 and 31 March 2023 18,276
Impairment
At 1 April 2022 and 31 March 2023 –
Carrying amount
At 31 March 2023 18,276
The Company owns 100% of the Ordinary Share capital of the following companies:
Subsidiary undertaking Country of incorporation Principal activity
Hurstway Investment Company Limited
Registered Office: Mountview House,
151 High Street, Southgate, London, N14 6EW
England, UK
No: 344034
Property Trading
Louise Goodwin Limited
Registered Office: Mountview House,
151 High Street, Southgate, London, N14 6EW
England, UK
No: 691455
Property Investment
A.L.G. Properties Limited
Registered Office: Mountview House,
151 High Street, Southgate, London, N14 6EW
England, UK
No: 508842
Property Investment
6. STOCKS
2023
£000
2022
£000
Residential properties 394,481 364,769
7. DEBTORS: DUE WITHIN ONE YEAR
2023
£000
2022
£000
Trade debtors 5,296 204
Prepayments and accrued income 1,189 889
6,485 1,093
Included in trade debtors is £4.4m arising of on the sale of 3 units that completed on 31 March 2023 for which the cash was
not received until 3 April 2023.
for the year ended 31 March 2023
Notes to the Financial Statements
under UK GAAP
(Continued)
93
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023
£000
2022
£000
Bank overdraft 60 –
Amounts owed to Group undertakings 23,761 20,164
Accruals and deferred income 1,427 1,017
Corporation Tax 1,478 2,350
Other taxes and social security costs 290 244
Other creditors 209 161
27,225 23,936
9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2023
£000
2022
£000
Bank loans 56,700 19,200
56,700 19,200
The Directors consider that the carrying amount of bank overdrafts and loans approximates their fair value.
The other principal features of the Company’s borrowings are as follows.
1. The Company has a short-term borrowing facility of £10 million (2022: £10 million) with Barclays Bank. This is due for
review in November 2023 and the rate of interest payable is:
• 1.6% over base rate on overdraft.
Headroom of this facility at 31 March 2023 amounted to £9.94 million (2022: £10 million).
2. The Company has a £60 million (2022 £60 million) long term revolving loan facility with Barclays Bank with a termination
date of March 2027. The rate of interest is 1.9% above SONIA. The loan is secured by a cross guarantee between
Mountview Estates P.L.C. and its subsidiaries. The loan is not repayable by instalments. Headroom under this facility at
31 March 2023 amounted to £20 million (2022: £58 million).
3. The Company has re-negotiated a £20 million (2022: £20 million) long-term revolving loan facility with HSBC Bank. The
termination date for this facility is March 2028. The rate of interest payable on the loan is 2.1% above SONIA. The loan
includes a Negative Pledge. The loan is not repayable by instalments. As at 31 March 2023 headroom under this facility
amounted to £3.3 million (2022: £2.8 million).
10. CALLED UP SHARE CAPITAL
2023
£000
2022
£000
Authorised:
5,000,000 Ordinary Shares of 5p each 250 250
Allotted, issued and fully paid:
3,899,014 Ordinary Shares of 5p each 195 195
Mountview Estates P.L.C. Annual Report and Accounts 2023
94
11. OTHER RESERVES
2023
£000
2022
£000
Capital redemption reserve 55 55
Capital reserve 25 25
Other reserves 39 39
Balance at 31 March 119 119
Capital redemption reserve relates to buy-back of the Company’s own shares.
The Company does not maintain insurance cover against other risks except where several properties are located in
closephysical vicinity. A reserve is maintained to deal with such non-insured risks and at 31 March 2023 stood at £39,000
(2022: £39,000).
12. RETAINED EARNINGS
2023
£000
2022
£000
Balance at 1 April 342,733 345,257
Net profit for the year 23,705 25,743
Dividends paid (29,243) (28,267)
Balance at 31 March 337,195 342,733
13. RELATED PARTY TRANSACTIONS
During the financial year there were no key management personnel emoluments, other than remuneration.
(a) Mountview Estates P.L.C. provides general management and administration services to Ossian Investors Limited and
Sinclair Estates Limited, companies of which Mr D.M. Sinclair is a Director. Fees of £28,612 (2022: £27,762) were charged
for these services.
(b) Interest paid in the year on other loans from Sinclair Estates Limited amounted to £nil (2022: £5,714).
(c) Interest paid in the year on other loans from Ossian Investors Limited amounted to £nil (2022: £1,634).
(d) All of the above loans are unsecured.
(e) Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on
consolidation and have not been disclosed in this note.
(f) The only key management are the Directors.
(g) As at 31 March 2023 the Company owed Mr D.M. Sinclair £8,616 (2022: £9,788) in relation to an informal loan.
14. LEASE COMMITMENTS
At 31 March 2023 the Company had aggregate annual commitments under non-cancellable operating leases as follows.
2023
£000
2022
£000
Operating lease payments due:
Not later than one year 31 40
Later than one year and not later than five years 8 23
39 63
for the year ended 31 March 2023
Notes to the Financial Statements
under UK GAAP
(Continued)
95
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
Independent Auditor’s Report
to the members of Mountview Estates P.L.C. year ended 31 March 2023
OPINION
We have audited the Parent Company Financial Statements of Mountview Estates P.L.C. for the year ended 31 March 2023
which comprise the Company Balance Sheet, Company Statement of Changes in Equity and the related notes, including a
summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable
in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the Parent Company Financial Statements:
• give a true and fair view of the state of the Parent Company’s affairs as at 31 March 2023;
• 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.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Parent
Company financial statements section of our report. We are independent of the Parent Company in accordance with
the ethical requirements that are relevant to our audit of the Financial Statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate. Our evaluation of the director’s assessment of the Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
• reviewing the headroom between the Parent Company’s regular income and its fixed cost base;
• consideration of the liquidity of the Parent Company’s assets;
• reviewing post year end property sales;
• reviewing the Parent Company’s available bank facilities and compliance with covenants; and
• consideration of mitigating actions available to management should cash inflows be less than forecast.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Parent Company’s ability to continue as a going concern
for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the Parent Company’s reporting on how they have applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether
the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
OUR APPROACH TO THE AUDIT
Our audit involved obtaining an understanding of the Parent Company and its environment, including its control
environment, internal control systems and applicable laws and regulations. This formed the basis for our assessment of the
risk of material misstatement. We performed a full scope audit of the Parent Company. There were no significant changes in
our audit approach.
During our audit we tested and examined information, using sampling and other techniques, to the extent we considered
necessary to provide a reasonable basis for us to draw conclusions. We reviewed the Parent Company’s internal controls
and obtained our audit evidence largely through substantive procedures.
Mountview Estates P.L.C. Annual Report and Accounts 2023
96
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Parent
Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether
or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context
of our audit of the Parent Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
The key audit matters relating to both the Parent Company and the Group were revenue recognition and valuation of
trading properties. An explanation of these matters and how these were addressed during our audit can be found in our
audit report on the Group Financial Statements on page 83.
We identified one key audit matter that related solely to the Parent Company, which was the recoverability of investments
in subsidiaries. Investments in subsidiaries are stated at cost as described in the Parent Company’s accounting policies
on page 90. The cost of investment should be supported by the underlying value of the subsidiaries. We tested this by a
review of the subsidiaries’ year-end financial statements. We used their net assets as an approximation of recoverable value
and compared these to the cost of investment in the Parent Company. Based on our audit testing we are satisfied with the
recoverability of investments in subsidiaries.
OUR APPLICATION OF MATERIALITY
We determined overall materiality for the Parent Company to be £4.2 million, which is approximately 1% of gross assets. We
concluded that determining materiality based on gross assets was consistent with industry peers and appropriately reflects
the nature of the business.
We calculated performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality level for the financial statements as a whole. We
determined performance materiality to be £3.2m, which was set at 75% of overall materiality. Performance materiality was
determined based on our risk assessment, taking into account the overall control environment, the low level of errors found
in prior years and the complexity of the Parent Company’s operations.
In addition, we applied a lower materiality of £1.5m to specific income statement items, being net trading profits, rental
income, rental expenses, administrative expenses and finance charges, and £146k for directors’ transactions. We believe
misstatement of these specific income statement items and directors’ transactions of a lesser amount than materiality for
the financial statements as a whole could reasonably be expected to influence the company’s members’ assessment of the
financial performance of the Parent Company.
We agreed with the Audit and Risk Committee that we would report to them corrected and uncorrected differences in
excess of 5% of the materiality level, as well as differences below that threshold that in our view warranted reporting on
qualitative grounds.
OTHER INFORMATION
The other information comprises the information included in the annual report other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our
opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2023
97
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with
the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the Parent
Company Financial Statements are prepared is consistent with the Financial Statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in
the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which 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 and the part of the directors’ remuneration report to be audited 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.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ Responsibilities Statement, 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, and for such internal
control as the Directors determine is necessary to enable the preparation of Parent Company Financial Statements that are
free from material misstatement, whether due to fraud or error.
In preparing the Parent Company Financial Statements, the Directors are responsible for assessing the Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Parent Company or to cease operations, or
have no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE PARENT COMPANY
FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the Parent Company Financial Statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Parent Company Financial Statements. Irregularities, including fraud, are
instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed below:
Mountview Estates P.L.C. Annual Report and Accounts 2023
98
EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING
IRREGULARITIES, INCLUDING FRAUD
We identified and assessed the risks of material misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations. Our procedures included enquiry of management and the Audit and Risk
Committee, together with a review of supporting documentation such as board minutes and audit committee meeting
minutes. We contacted the Company’s legal advisers and reviewed legal expenses. We also performed analytical review
procedures to identify any unusual relationships that may indicate a material misstatement, and additionally tested the
appropriateness of journals to address the risk of fraud through management override of controls. We also performed
appropriate testing in respect of the risk of fraud in revenue recognition, and in respect of the risk of management bias in
the valuation of property inventory, as described in the Group audit report under key audit matters on page 83. Relevant
laws and regulations, together with potential fraud risks, were communicated to the audit engagement team at the
planning stage to ensure they remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
The risk of not detecting a material misstatement resulting from fraud or other irregularities is higher than for one resulting
from error, as they may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control and may involve any area of law and regulation not just those directly affecting the financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS
Following the recommendation of the Audit and Risk Committee, we were appointed by the Directors on 20 March 2023.
The period of total uninterrupted engagement is 17 years for the year ended 31 March 2023.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Parent Company and its
controlled undertakings and we remain independent of the Parent Company and its controlled undertakings in conducting
our audit.
Our audit opinion is consistent with the additional report to the Audit and Risk Committee.
We have reported separately on the Group Financial Statements of Mountview Estates P.L.C. for the year ended 31 March
2023. That report includes details of the group key audit matters. The opinion in that report is unmodified.
THE PURPOSE OF OUR AUDIT WORK AND TO WHOM WE OWE OUR
RESPONSIBILITIES
This report is made solely to the company’s members, as a body, in accordance with chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Athanasios Athanasiou BSc FCA (Senior Statutory Auditor)
For and on behalf of
BSG Valentine (UK) LLP
Chartered Accountants & Statutory Auditor
Lynton House
7 - 12 Tavistock Square
London
WC1H 9BQ
4 July 2023
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2023
99
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
Table of Comparative Figures (unaudited)
for the year ended 31 March 2023
IFRS
2017
£000
IFRS
2018
£000
IFRS
2019
£000
IFRS
2020
£000
IFRS
2021
£000
IFRS
2022
£000
As at
31 March
2023
IFRS
2023
£000
Revenue 78,232 70,272 65,428 64,873 65,730 66,010 73,593
Profit before taxation 44,986 36,905 34,567 34,941 38,134 34,868 32,764
Taxation 8,761 7,024 6,559 6,645 7,241 7,986 6,299
Profit after taxation 36,225 29,881 28,008 28,296 30,893 26,882 26,465
Earnings per share 929.1p 766.4p 718.3p 725.7p 792.3p 689.5p 678.8p
Rate of dividend 300p 400p 400p 400p 425p 750p 750p
Cover 3.17 1.92 1.75 1.81 1.86 0.92 0.91
Cost of dividend 11,698 15,596 15,596 15,596 16,571 29,242 29,242*
Total remuneration (including Directors) 3,747 3,743 3,928 4,093 4,433 4,556 4,967
Executive Directors’ remuneration 1,768 1,669 1,667 1,756 1,875 1,877 2,016
Total remuneration (including Directors)
as a percentage of dividend 32.03% 24.00% 25.19% 26.24% 26.76% 15.58% 16.99%
Cost of Executive Directors’ remuneration
as a percentage of total remuneration 47.18% 44.59% 42.44% 42.90% 42.30% 41.20% 40.59%
Cost of Executive Directors’ remuneration
as a percentage of dividend 15.11% 10.70% 10.69% 11.26% 11.32% 6.42% 6.89%
Executive Directors’ remuneration
as a percentage of profit before taxation 3.93% 4.52% 4.82% 5.03% 4.92% 5.39% 6.15%
* The £29.2 million dividend in relation to 2023 is made up of the interim dividend of £19.5 million (comprising £9.75 million interim dividend and
a £9.75million special dividend) and the final dividend of £9.75 million, which will be paid on 14 August 2023, subject to approval at the AGM on
9 August 2023.
Mountview Estates P.L.C. Annual Report and Accounts 2023
100
Notice of Meeting
ATTENDANCE AT THE MEETING
Our 2023 Annual General Meeting (2023 AGM) will be held at the offices of Norton Rose Fulbright (see the Notice of
Annual General Meeting for details). We look forward to welcoming shareholders to the 2023 AGM. Any changes to the
arrangements for the 2023 AGM prior to the meeting, if there are any unforeseen circumstances, such as health and safety
arrangements, will be published on the Company’s website: www.mountviewplc.co.uk
All resolutions for the consideration at the 2023 AGM will be voted on a poll, rather than a show of hands, and all valid
proxy votes cast will count towards the poll votes. The results will be announced via a regulatory announcement and will be
posted on the Company’s website as soon as practicable after the 2023 AGM.
Shareholders are encouraged to vote in advance by appointing a proxy, regardless of whether or not they intend to attend
the 2023 AGM in person, see details below for appointing a proxy.
APPOINTING A PROXY
Shareholders can vote ahead of the 2023 AGM by appointing a proxy to vote on the resolutions set out in the Notice of
Annual General Meeting (see page 101) and should do so as soon as possible, and in any event by 11.00 am on 7 August
2023. All shareholders are encouraged to appoint the chairman of the meeting as their proxy even if they intend to attend
in person at the 2023 AGM. This is to ensure that your vote is counted even if you (or any other proxy you might otherwise
appoint) are not able to attend in person on the day of the 2023 AGM. Shareholders can vote ahead of the 2023 AGM,
either by completing and returning a Proxy Form or by appointing a proxy electronically via our registrar’s website by
visiting www.signalshares.com. Shareholders will need their Investor Code which is located on their share certificate or on
a recent dividend confirmation. Full instructions are given on the website.
The completion and submission of a form of proxy will not prevent you from attending and voting in person at the
2023AGM.
The Board considers that the resolutions set out in the notice of the 2023 AGM are in the best interests of the Company and
its shareholders as a whole and unanimously recommends shareholders to vote in favour of them as the Directors intend to
do so in respect of their own beneficial shareholdings.
101
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 86th Annual General Meeting of the Members of Mountview Estates P.L.C. (incorporated in
LLP, 3 More London Riverside, London SE1 2AQ on 9 August 2023 at 11.00 am. Shareholders will be asked to consider and,
if thought fit, pass the following resolutions, which will be proposed as ordinary resolutions.
1. To receive and consider the Reports of the Directors and the Auditors and the audited Statements of Accounts of the
Company for the year ended 31 March 2023.
2. To declare a final dividend of 250 pence per share payable on 14 August 2023 to shareholders on the register at
7July2023.
3. To re-elect Mrs M.M. Bray as a Director of the Company.
4. To re-elect Mr D.M. Sinclair as a Director of the Company.
5. To re-elect Ms M.L. Archibald as a Director of the Company, provided that resolution 11 is passed.
6. To re-elect Mr A.W. Powell as a Director of the Company, provided that resolution 12 is passed.
7. To re-elect Dr A.R. Williams as a Director of the Company.
8. To approve the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy) in
the Annual Report and Accounts for the year ended 31 March 2023.
9. To elect Messrs BSG Valentine (UK) LLP as Auditors of the Company to hold office from the conclusion of the Annual
General Meeting to the conclusion of the next meeting at which the Company’s Annual Report and Accounts are laid
before the meeting.
10. To authorise the Directors to determine the Auditors’ remuneration for the ensuing year.
In accordance with Listing Rule 9.2.2ER notice is also hereby given for the independent shareholders of the Company only:
11. To re-elect Ms M.L. Archibald as a Director of the Company, provided that resolution 5 is passed.
12. To re-elect Mr A.W. Powell as a Director of the Company, provided that resolution 6 is passed.
By Order of the Board
M.M. Bray
Company Secretary
Mountview House
151 High Street
Southgate
London N14 6EW
5 July 2023
Mountview Estates P.L.C. Annual Report and Accounts 2023
102
NOTES:
1. A Member who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak
and vote instead of him/her. A proxy need not also be a Member of the Company. If a Member appoints more than one
proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares
held by the Member. If a Member wishes to appoint more than one proxy and so requires additional Forms of Proxy, the
Member should contact Link Group PSX1, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
2. A Form of Proxy is enclosed with this Annual Reports and Accounts and Notice of the 2023 AGM and should be
completed in accordance with the instructions contained therein. To be effective, the Form of Proxy and any power of
attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be deposited
at the office of the Company’s Registrars, Link Group PSX1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, by
11.00 am on 7 August 2023 or in the case of any adjournment of the meeting, not later than 48 hours before the time of
such adjourned meeting. Amended instructions must also be received by the Company’s Registrars by the deadline for
receipt of Forms of Proxy.
3. You may also submit your voting instructions electronically via our registrar’s website. Please go to
www.signalshares.com and enter Mountview Estates P.L.C. If you have not already registered for Signal Shares you
will need to enter your Investor Code which can be found on your share certificate. Once registered you will be able to
vote immediately by selecting ‘Proxy Voting’ from the menu. In order to be a valid proxy appointment, the member’s
electronic message confirming the details of the appointment completed in accordance with those instructions must be
transmitted so as to be received no later than 11.00 am on 7 August 2023. The proxy appointment will not be accepted
if found to contain a computer virus.
4. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST
message must be received by the issuer’s agent RA10 by 11.00 am on 7 August 2023 or in the case of any adjournment
of the meeting, not later than 48 hours before the time of such adjourned meeting. For this purpose, the time of receipt
will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications
Host) from which the issuer’s agent is able to retrieve the message. After this time any change of instructions to a
proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or
other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should
contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further
information on CREST procedures, limitations and system timings please refer to the CREST Manual. We may treat
as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001 (as amended). In any case your proxy instruction must be received by the Company’s
Registrars, Link Group PSX1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by 11.00 am on 7 August 2023 or not
later than 48 hours before the time of any adjourned meeting.
5. Any person receiving a copy of this Notice as a person nominated by a Member to enjoy information rights under
Section 146 of the Companies Act 2006 (a “Nominated Person”) should note that the provisions in Notes 1 and 2
above concerning the appointment of a proxy or proxies to attend the meeting in place of a Member, do not apply to
a Nominated Person as only Members have the right to appoint a proxy. However, a Nominated Person may have a
right under an agreement between the Nominated Person and the Member by whom he or she was nominated to be
appointed, or to have someone else appointed, as a proxy for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions
to the Member as to the exercise of voting rights at the meeting. Nominated persons should also remember that their
main point of contact in terms of their investment in the Company remains the Member who nominated the Nominated
Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf).
Nominated Persons should continue to contact that Member, custodian or broker (and not the Company) regarding
any changes or queries relating to the Nominated Person’s personal details and interest in the Company (including
any administrative matter). The only exception to this is where the Company expressly requests a response from a
Nominated Person.
Notice of Meeting (Continued)
103
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
6. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and for the purposes of
Section 360B of the Companies Act 2006, entitlement to attend and vote at the meeting and the number of votes
which may be cast thereat will be determined by reference to the Register of Members of the Company as at close of
business on 7 August 2023 (the ”Specified Time”) or 48 hours (excluding any day or part of any day that is not a working
day) before the date of any adjourned meeting. If the meeting is adjourned to a time not more than 48 hours after the
Specified Time, that time will also apply for the purpose of determining the entitlement of Members to attend and vote
and for the purpose of determining the number of votes they may cast at the adjourned meeting. Changes to entries
on the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
7. 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, if it is appointing more than one corporate representative, it does not do
so in relation to the same shares.
8. If the Chairman, as a result of any proxy appointments, is given discretion as to how the votes the subject of those
proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the
Company’s securities already held by the Chairman, result in the Chairman holding such number of voting rights that he
has a notifiable obligation under the Disclosure Guidance and Transparency Rules, the Chairman will make the necessary
notifications to the Company and the Financial Conduct Authority. As a result, any Member holding 3% or more of the
voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting
rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules,
need not make a separate notification to the Company and the Financial Conduct Authority.
9. This Notice, together with information about the total numbers of shares in the Company in respect of which
Members are entitled to exercise voting rights at the meeting as at, 4 July 2023, being the last business day prior to
the printing of this Notice and, if applicable, any Members’ statements, Members’ resolutions or Members’ matters
of business received by the Company after the date of this Notice, will be available on the Company’s website
www.mountviewplc.co.uk.
10. Under Section 527 of the Companies Act 2006, Members meeting the threshold requirements set out in that section
have the right to require the Company to publish on a website a statement setting out any matter relating to: (a)
the audit of the Company’s accounts (including the Auditors’ report and the conduct of the audit) that are to be laid
before the meeting; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since
the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies
Act 2006. The Company may not require the Members requesting any such website publication to pay its expenses in
complying with Sections 527 or 528 Companies Act 2006. Where the Company is required to place a statement on a
website under Section 527 Companies Act 2006, it must forward the statement to the Company’s Auditors not later than
the time when it makes the statement available on the website. The business which may be dealt with at the meeting
includes any statement that the Company has been required under Section 527 Companies Act 2006 to publish on a
website.
11. Any Member attending the meeting has the right to ask questions. The Company must cause to be answered any
question relating to the business being dealt with at the meeting put by a member attending the meeting. However,
Members should note that no answer need be given in the following circumstances:
(a) if to do so would interfere unduly with the preparation of the meeting or would involve a disclosure of confidential
information;
(b) if the answer has already been given on a website in the form of an answer to a question; or
(c) if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Members can also send to the Company any questions in relation to the business of the meeting in advance by email
to reception@mountviewplc.co.uk or by writing to the Company Secretary, Mountview House, 151 High Street,
Southgate, London N14 6EW. Please submit questions as soon as possible and in any event no later than 28 July 2023.
Responses to relevant questions submitted by 28 July 2023 will be provided, by way of a written Q&A, grouped
into themes, posted on the Company’s website as soon as practicable in advance of the meeting, and no later than
Mountview Estates P.L.C. Annual Report and Accounts 2023
104
4 August 2023. Some, but not all, questions may receive individual responses. For questions received after 28 July 2023,
the Directors will endeavour to provide answers as soon as practicable but responses may be provided after
4 August 2023. Responses will not be provided to questions which do not relate to the business of the meeting or that
the Directors determine require disclosure of confidential or commercially sensitive information or are already answered
on the website or are already addressed elsewhere including in the annual report and accounts. The Company reserves
the right to answer questions only from Members or those legally permitted to raise questions at the meeting.
12. Any electronic address provided either in this Notice or in any related documents (including the Form of Proxy) may not
be used to communicate with the Company for any purposes other than those expressly stated.
13. As at, 4 July 2023, being the last business day prior to the printing of this Notice, the Company’s issued capital consisted
of 3,899,014 Ordinary Shares carrying one vote each. Therefore, the total voting rights in the Company as at, 4 July 2023,
are 3,899,014.
14. Copies of the Directors’ service contracts and letters of appointment with the Company are available for inspection at
the registered office at Mountview House, 151 High Street, Southgate, London N14 6EW during normal business hours
on weekdays (Saturdays, Sundays and English public holidays excepted) from the date of this Notice and at the place of
meeting from 15 minutes before the meeting until it ends.
15. Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including
your name and contact details, the votes you cast and your Shareholder Reference Number (attributed to you by the
Company). The Company determines the purposes for which and the manner in which your personal data is to be
processed. The Company and any third party to which it discloses the data (including the Company’s registrar) may
process your personal data for the purposes of compiling and updating the Company’s records, fulfilling its legal
obligations and processing the shareholder rights you exercise. A copy of the Company’s privacy policy can be found
online at: https://mountviewplc.co.uk/privacy.html
16. Explanatory note for resolutions 5, 6, 11 and 12:
In accordance with the Financial Conduct Authority’s Listing Rules (LR) there are certain voting requirements for the
election of independent Directors in listed companies with a controlling shareholder (a shareholder who exercises 30%
or more of the votes). Under the rules, the election or re-election of any Director whom the Company has determined
to be independent under the UK Corporate Governance Code must be approved by the shareholders as a whole, and
separately by all shareholders excluding the Sinclair family concert party which is collectively deemed to be a controlling
shareholder (the Independent Shareholders). Therefore at this year’s meeting there will be two votes each in relation
to the re-election of the Non-Executive Director, Ms. M.L. Archibald and the re-election of the Non-Executive Director,
Mr.A. W. Powell, one vote by the shareholders as a whole and another vote by the Independent Shareholders. If a
vote to re-elect a Non-Executive Director is not passed by the Independent Shareholders, the Company may propose
a further resolution to re-elect the relevant Director between 90 and 120 days from the date of the original vote. This
further resolution in respect of each Non-Executive Director must be passed by a majority of the shareholders as a
whole only, and there is no requirement for an additional vote by the Independent Shareholders. LR 9.2.2DG allows
any Non-Executive Director who is not re-elected by the Independent Shareholders to remain in office until the further
resolution has been voted on.
Notice of Meeting (Continued)
105
Mountview Estates P.L.C. Annual Report and Accounts 2023
FINANCIAL STATEMENTS
FINANCIAL CALENDAR 2023
Final dividend record date 7 July
Annual Report posted to Shareholders 7 July
Annual General Meeting 9 August
Final dividend payment 14 August
Interim results 23 November
Copies of this statement are being sent to Shareholders. Copies may be obtained from the Company’s registered office:
Mountview House
151 High Street,
Southgate,
London,
N14 6EW
All administrative enquiries relating to shareholdings should be addressed to the Company’s Registrars:
Link Group
10th Floor,
Central Square,
29 Wellington Street,
Leeds,
LS1 4DL
Shareholder Information
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon stor
e,
helping to reduce environmental impact as well as cr
eating
natural havens for wildlife and people.
Mountview Estates P.L.C.
Mountview House, 151 High Street, Southgate, London N14 6EW
Tel:+44 (0) 20 8920 5777 Fax:+44 (0) 20 8882 9981
www.mountviewplc.co.uk
MOUNTVIEW ESTATES P.L.C. Annual Report and Accounts 2023