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Mountview Estates P.L.C.
Annual Report and Accounts 2024
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
MOU2sntccouAandtrpoReAnnualC..0LPSEATTSEWEIVTN.24
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Our Performance
Revenue
Gross Profit
Profit before Tax
8.00%
19.3%
15.6%
£79.50m
£48.4m
£37.9m
(2023: £73.6m)
(2023: £40.6m)
(2023: £32.8m)
Shareholders’
Earnings per
Net Assets per
Dividend per
Equity
Share
Share
Share
2.28%
7.4%
2.29%
30.0%
£399.6m
728.9p
£102.50
525p
(2023: £390.7m)
(2023: 678.8p)
(2023: £100.2)
(2023: 750p)
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 275 pence per share are as follows:
Ex dividend date 11 July 2024
Record date 12 July 2024
Payment date 19 August 2024
Contents
STRATEGIC REPORT
FINANCIAL STATEMENTS
OTHER INFORMATION
01 Our Performance
63 Consolidated Statement
104 Notice of Meeting
of Comprehensive Income
02 Chairman’s Statement
109 Shareholders’ Information
64 Consolidated Statement
04 Chief Executive’s Statement
of Financial Position
05 Our purpose and how we operate
65 Consolidated Statement
06 Where we Operate
of Changes in Equity
06 Review of Operations
66 Consolidated Cash Flow Statement
14 Section 172 Statement
67 Notes to the Consolidated Financial
17 TCFD Disclosures
Statements
84 Independent Auditors’ Report to the
Members of Mountview Estates P.L.C.
GOVERNANCE
90 Company Balance Sheet under UK
26 Directors and Advisers
GAAP FRS 102
27 Directors’ Report
91 Company Statement of Changes in
35 Statement of Directors’ Responsibilities
Equity under UK GAAP FRS 102
36 Corporate Governance
92 Notes to the Financial Statements
under UK GAAP FRS 102
41 Report of the Nomination Committee
98 Independent Auditors’ Report to the
44 Report of the Audit and Risk Committee
Members of Mountview Estates P.L.C.
50 Remuneration Report
on the Parent Company Financial
Statements
103 Table of Comparative Figures
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STRATEGIC REPORT
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Chairman’s Statement
Dear Shareholder
In 2023/24, and in contrast with last year, the improved sales
performance also translated into improvements throughout
INTRODUCTION
the rest of the P&L, as the cost factors related to timing
The current year has been a mix of continuity and
and location of purchase reverted to the kind of profile we
adaptability. Continuity where our long-established strategy
saw before 2022. Accordingly, given the resulting strong
and operations led to a strong financial performance and
cash flows, this means that, alongside taking advantage of
adaptability as we have completed the tender process to
property purchasing opportunities, we feel it is now the time
identify new auditors. This development is discussed in
to increase the final dividend by 25p to 275p per share.
more detail below and in the body of this report.
GOVERNANCE
Externally, uncertainties abound; nationally, as we prepare
This has been a busy year in respect of governance both
for life under a new government following the calling of
externally and internally. Externally there have been
the snap election, and internationally, with the continuing
both the publication of the Financial Reporting Council’s
conflicts in Ukraine and Gaza. And, while inflation is coming
(FRC) new version of the UK Corporate Governance
down, interest rates have risen to and remain at pre ‘credit
Code following consultation in 2023 (2024 Code). The
crunch’ levels with consequences for the cost of mortgages,
2024 Code aims to strike a balance between improving
in particular. Thus, the characteristics of ‘new normal’ remain
governance for stakeholders and the potential impact
in flux and adaptability may become a critical success factor
on UK competitiveness, and the review by the Financial
moving forwards.
Conduct Authority (FCA) of its listing rulebook (Listing rules)
On that score I believe that Mountview is well positioned.
due to be finalised in the second half of the year. As the
Not only is the Company emerging strongly, as has
FRC notes, the 2024 Code is a limited revision focusing on
happened in past difficult times, but we have also seen
internal controls. We are pleased to note the references
in recent years the ability of our long-standing and stable
to proportionality and the role of investors to engage
workforce to adapt and evolve with changing circumstances.
constructively and avoid mechanistic evaluations.
Together, these factors mean Mountview is well-placed for
Internally, on the controls and assurance front, we have also
whatever the coming months and years have in store.
appointed our first internal auditor to strengthen the control
OPERATIONAL PERFORMANCE
environment and our work in ensuring that processes and
systems are working effectively and efficiently. It will be a
We have mentioned before the attractiveness of Mountview
key part of our internal audit activity during the coming year
properties coming up for sale – whether by auction or by
to consider in detail the changing requirements, including
private treaty – and, despite the seeming weakness in the
those from the 2024 Code, the new Listing Rules and the
London housing market compared with the rest of the
International Sustainability Standards Board (ISSB), and
UK, this has continued to be the case in the current year
how we need to work to meet these requirements for your
with good prices being achieved whatever the route to
Company within our context.
market. We do anticipate that this trend will continue into
the current year, as buyers faced with higher interest rates
Further, as described more fully in the Audit and Risk
look for properties with improvement potential. Indeed, the
Committee Report, after many years working as our auditor,
Evening Standard characterised 2024 as “the year to buy (if
BSG Valentine (UK) LLP resigned after their business was
you can)”.
taken over by TC Group, and, following a formal tender
process, we appointed Moore Kingston Smith LLP as our
Against this backdrop we have also been able to pursue
auditors. Shareholders will have the opportunity to vote
purchasing opportunities, where they met our stringent
on the appointment of the new auditor at the 2024 Annual
criteria, to sustain a portfolio that we believe will deliver
General Meeting.
future value. This has been done against the backdrop of
careful cash management and financial planning, which, as I
mentioned last year, are key considerations for the Board.
02
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Mountview Estates P.L.C. Annual Report and Accounts 2024
PEOPLE
As always, the success of the Company in the year is down
to the skills, experience and dedication of our people,
who together with the Executives have delivered another
excellent set of results. As in recent years, in the light of
both their performance and our desire to help protect them
from the impact of cost of living factors, which are outside
their control, we have taken the opportunity to award
bonuses of over 30% of salary and also, continuing the trend
over a number of years, of granting over-inflation salary
increases. 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
As noted above, the revisions to the FCA’s Listing Rules, the
2024 Code and the ISSB standards are all areas of regulation
that will be given attention during the year. Operationally,
we will monitor the requirements resulting from changing
and evolving legislation. This will include environmental
legislation and the Leasehold and Freehold Reform Act
(2024) (the Act) hastily rushed through Parliament during the
wash-up period prior to Parliament being dissolved on 30
May 2024. Early comments have noted not just the terms of
this Act but also its gaps, which will need future legislation.
Moreover, implementing even the current Act will require
further secondary legislation. We will, therefore, watch
closely the legislative programme for the next Parliament
to be able to understand the requirements and then set
up implementation plans as needed – both for our existing
portfolio, and for any impact that the changes may have on
our approaches to selling and buying properties.
Whatever changes the coming years may present, the very
strong financial base, the prudence with which the Board
and the Company operate our well-established strategy
and processes, and the skills experience and adaptability
of our people mean that we are confident of being able to
accommodate changes, while remaining profitable and thus
sustaining your business going forward.
A.W. Powell
Non-Executive Chairman
9 July 2024
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STRATEGIC REPORT
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Chief Executive’s Statement
Dear Shareholder,
The average length of service of our staff is one of the
strengths of this Company and it is also a tribute to each of
Inflation has subsided during the last year and is now near
our employees that they continue to be happy to work with
to what is considered to be the optimum rate of 2%, but
each other and make new employees welcome. Inevitably
base rate and thus the cost of borrowing remain high by
staff reach their chosen retirement age and we wish each
modern standards. This Company’s policy of low gearing
one of them a long and happy retirement. We impose
and financial prudence has enabled it to continue to take
stringent standards on those we recruit and believe that
advantage of good purchasing opportunities during our last
they will be happy to give long service. I thank each of my
financial year.
staff for their loyal service and hope that they will be able to
In March 2022 and March 2023 the Company paid
read these words for many years.
exceptional interim dividends of 500 pence per share which
When my father and my uncle founded this Company some
I believe helped to shield our shareholders from increases
87 years ago I think that they merely intended to enhance
in taxation and the cost of living. In the interim statement
the lifestyle of their family and I believe that we have
issued in November 2023 we advised that the dividend
achieved that for every shareholder. Our staff help us to
payable on 25 March 2024 would be at the ordinary level of
achieve this and I believe that they should be rewarded for
250 pence per share. Now that we are presenting the final
this achievement.
results for the year ended 31 March 2024 we can consider
whether it is appropriate to recommend an increase in the
By the time you read this we will have a new Government
final dividend.
and whatever its complexion I believe that this Company
can protect its staff and shareholders from the worst
Your Board recommend that the final dividend be increased
impositions that may be inflicted upon us.
to 275 pence per share. If shareholders approve the final
dividend at the Annual General Meeting on 14 August
2024 it will be payable on 19 August 2024 to shareholders
on the register at 12 July 2024. When comparing the total
dividends of 525 pence per share with the total of 750 pence
per share in respect of the Company’s previous financial
D.M. Sinclair
year this represents a reduction of 30%. Nevertheless I
Chief Executive Officer
believe that it gives a fairer reflection of the Company’s
9 July 2024
performance to compare the total dividends of 525 pence
per share with the previous total of ordinary dividends of
500 pence per share. Thus 525 pence per share represents
an increase of 5%.
Although the total purchases may not be quite as great
as the previous year the Company has made many good
purchases during the year ended 31 March 2024 and
continues to be in position to take advantage of good
opportunities. Continuing financial prudence is paramount
in the operation of this Company and your Board will never
compromise that financial stability.
Turnover has increased by 8% and with the cost of sales
being a little more modest pre-tax profits have increased
by 15.6%. It is a matter of great disappointment that the
Government had seen fit to increase Corporation Tax by
over 30% (19% to 25%) thus limiting the increase in earnings
per share to 7.4%.
04
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Our purpose and how we operate
Mountview’s core purpose is to acquire and maintain
are of concern to the UK as a whole and where collective
regulated tenancy residential property providing open term
action is needed to address current and emerging issues.
below market rent accommodation for our tenants for life or
We note below and elsewhere in this report examples of
until we get vacant possession when we sell such properties.
how we view these responsibilities and the steps we have
In meeting this purpose, the Group has a long established
taken to build them into our day to day activities.
strategy, business model and set of operating procedures.
GOVERNANCE:
All these have been developed and refined by marrying the
The Board has responsibility for overseeing the adoption of
values of the founders and the knowledge and experience
ESG considerations into our decision making and our day
of our executives and staff with the evolving environment
to day operations. For example, when making investment
that we operate in. The strategy and business model are
decisions environmental considerations and community
reviewed annually and discussed with major shareholders,
impact form a part of the due diligence process. Similar
the majority of whom have confirmed their support for the
considerations apply to routine operational questions that
Company to continue to operate unchanged.
are delegated to our teams – including, when needed,
an escalation process to have proposed courses of action
Our key strengths that underpin our culture and support our
considered by the executives or the Board. ESG matters
continuing success are:
identified or escalated, are reported by exception to the
• Our team’s experience and knowledge of their sector
Board and considered during our discussion of risks facing
and the communities we operate in
the business.
• A long-term view, underpinned by our founders' values
STAKEHOLDERS AND SOCIAL AND COMMUNITY
• A conservative approach to financing, and management
ISSUES:
of our cost base
• Investing responsibly to maintain our existing assets and
Our section 172 Statement is set out on page 14, it
acquire new assets
describes how and where we engage with our wider
• Operating responsibly in the communities we serve
stakeholder group and our impact on local communities
– for example through seeking local contractors where
This purpose and our values have served us well during
possible to aid proximity between suppliers and tenants and
uncertain times, for example during the Covid-19 pandemic
retain the economic benefits within the local community.
whose after effect continue to linger for some stakeholders.
Uncertainty remains a factor as the continuing fallout from
Our approach to employee engagement, training and diversity
Brexit, the pressure on energy and supply chains following
matters is set out in the Directors’ Report on pages 31 and 32.
the war in Ukraine and the recent pressure on real incomes
Given the size of the Group and the nature of its business
present serious challenges to the wider economy and as a
as a property trading company, the Group has developed
result to our different stakeholder groups who often have
informal approaches to social, human rights or community
conflicting needs, some familiar though some prompting
issues, that are based on our values and which are reflected
a re-think of how we currently work. In the face of these
in our staff manual and also our supplier code of conduct,
challenges our teams drew on:
but without being converted into formal umbrella policies.
• their long experience of both the Group and our
This is kept under review.
markets aligned with
THE ENVIRONMENT:
• creativity, as we seek ways to meet the challenges placed
Similarly, for the environment, as explained more fully in
by external events beyond our control, followed by
our notes on TCFD (pages 17 to 25) and also on pages
• learning and continuous improvement of our standard
31 and 32, we are mindful of our impact on the climate
operating practices to accommodate the changing
and our contribution to the national initiatives for tackling
environment and
climate change. Accordingly we adopt practices aimed at
• communications with affected stakeholder groups so
reducing our environmental impact and thus contributing
that they understood what was being done and why.
to addressing climate change. We use sustainable energy
We are grateful to all our teams for the way that they adapt
suppliers where possible and promote the use of eco
while being mindful of the concerns of our stakeholders and
products and recycling in our operations. However, as our
our people and tenants in particular.
total carbon footprint is minute in a UK context (see our
Streamlined Energy and Carbon Reporting disclosures on
CORPORATE RESPONSIBILITY:
pages 29 to 31) we have not converted these principles
The Group recognises that it has a role that extends beyond
into a formal policy. We keep this under review, including
the direct legal and financial obligations that follow from
during discussion of risk at Board meetings, and should we
carrying out its day to day operations for example into wider
conclude that, from either internal or external sources, formal
Environmental, Societal and Governance (ESG) areas that
policies are warranted we would develop and adopt them.
05
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STRATEGIC REPORT
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Where we Operate
KEY
31.1% London (North)
The figures on the map are calculated as a
percentage of the total value of Inventories of
21.3% London (South)
Trading properties.
19.4% South East
Bedfordshire
Berkshire
Buckinghamshire
Cambridgeshire
Essex
Hertfordshire
Middlesex
Norfolk
1.6%
Northamptonshire
Oxfordshire
Suffolk
19.4%
8.5%
18.1% South
Dorset
31.1%
Hampshire
Isle of Wight
Kent
Surrey
Sussex
18.1%
1.6% North
21.3%
Midlands
Derbyshire
Leicestershire
Nottinghamshire
8.5% Remainder of
England and Wales
Review of Operations
The Group’s strategy and business model is
Revenue
Gross Profit
simple. We are a property trading company
that buys tenanted properties at a discount to
£79.5m
£48.4m
estimated vacant possession value and then
sells them when they become vacant.
(2023: £73.6m)
(2023: £40.6m)
OUR PORTFOLIO
Analysis of the Group Trading portfolio
by type as at 31 March 2024 and 2023
Categories of property held as trading stock
2024
2023
The Group trades in the following categories:
No.
No.
of
Cost
of
Cost
• Regulated tenancy residential units
units
£m
units
£m
• Assured tenancy residential units
Regulated, Assured Shorthold
tenancies, & Other
1,836 354.3 1,852 333.8
• Life tenancy residential units
Assured tenancies 301 56.6 283 49.6
• Freehold and leasehold ground rent units
Life tenancies 183 30.8 208 32.6
A unit is a property, however large or small, whether
Freehold & leasehold ground
freehold or leasehold, which is held subject to one tenancy.
rents
1,132 4.7 1,135 6.8
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Analysis of the Group Trading portfolio at the lower of cost and estimated net realisable value by geographical location
as at 31 March 2024
Regulated, Assured
Shorthold tenancies,
Assured tenancies
Life
Ground
2024
2023
& other
tenancies
rents
Portfolio
Portfolio
£m
£m
£m
%
%
London (North) 134.80 0.55 3.53 31.11 31.78%
London (South) 78.99 15.08 0.85 21.27 21.23%
Bedfordshire, Berkshire, Buckinghamshire,
Cambridgeshire, Essex, Hertfordshire, Middlesex, Norfolk,
Northamptonshire, Oxfordshire, Suffolk 82.00 4.31 0.23 19.39 20.25%
Dorset, Hampshire, Isle of Wight, Kent, Surrey, Sussex 74.81 5.89 0.07 18.09 15.42%
Midlands, Derbyshire, Leicestershire, Nottinghamshire 6.92 0.46 – 1.65 1.95%
Remainder of England and Wales 33.41 4.50 – 8.49 9.37%
VACANT PROPERTIES
The number of properties which were vacant and their status at the end of the financial year are set out below.
31.03.24 31.03.23
Exchanged and due for completion 27 12
Under offer 22 21
Marketed by private treaty 22 21
Marketed for rent 0 2
Scheduled for Auction 6 12
Not self contained/requiring remedial works 9 15
Legal and insurance issues 4 12
90 95
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 £59.1million (2023: £54.2 million), demonstrating the liquidity of the Portfolio.
The average sales price achieved, excluding sales of ground rent, was £372k (2023: £395k).
The Group’s sales for financial years 2024 and 2023 are set out below
2024
2023
Sales
£m
£m
Gross sales of properties 59.1 54.20
Cost of properties sold 24.7 26.96
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Review of Operations (Continued)
Sales price range – 2024 No of units Sales price £m Location
1 million + 2 5.1 London & South East
500,000 – 1 million 28 17.1 London & South East
below 500,000 144 36.9 London & others
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
Further information is provided in Note 4 to the Consolidated Financial Statements on page 73.
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 maintain and manage these properties, including to meet changed legal requirements we also identify
opportunities to add value by carrying out refurbishments prior to their sale. The greatest gains on vacant possession 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, while fewer than in 2023, we were again offered the opportunity acquire more portfolios than in recent
years prior to the year to March 2022. While applying our normal due diligence process to the portfolios offered, we were
able to secure around double by number and value of properties compared with earlier years.
The Group’s acquisitions for financial years 2024 and 2023 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 2024 No. of units Cost £m
Regulated, ASTs, and other 105 34.94
Assured tenancies 28 9.67
Life tenancies – –
Leasehold ground rents 2 0.07
Ground rents created 12 –
Total 147 44.68
Not included in the above table:
Assured tenancies created 8
THE TABLE ABOVE INCLUDES THE FOLLOWING:
Regulated
Assured
Portfolios Cost £m No. of units
tenancies
tenancies
Flag Portfolio 13.45 41 33 8
February Portfolio 12.45 37 27 10
September Portfolio 4.50 11 11 –
Invicta Portfolio 4.00 12 11 1
Southern 2023 Portfolio 4.00 17 14 3
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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:
Regulated
Assured
Life
Portfolios Cost £m No. of units
tenancies
tenancies
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 –
RENTAL INCOME
households yet to regain pre-pandemic real disposable
income levels. Thus the wider outlook is once more finely
The Company’s rental income is derived from five different
balanced as any one of a number of factors could tip the
sources:
balance. Against this backdrop pretty much all markets
• Regulated tenancies
have been affected and housing is no exception. We are
• Assured tenancies
fortunate that the properties that Mountview brings to
auction are typically in high demand as they offer a lower
• Assured shorthold tenancies
priced entry to the housing market or, if sold to developers,
• Life tenancies
provide opportunity for ‘developer profit’. We are hopeful
• Ground rents
therefore that Mountview will continue to be well placed
to weather any continued downturn in the general housing
Where possible we still target those properties where
market, should it occur, through both continuing sales
the rent is capped and where our team has identified
of attractive properties and also with the opportunity to
opportunities to make key improvements. For example,
purchase potentially discounted replacement properties
after discussing proposals with the tenant, installing services
both through auction and private tender.
and amenities that have been lacking in the past can both
improve conditions for our tenants and lead to an increase
As described earlier, 2023-24 has been another remarkable
in rental income.
year for purchasing and where the professional knowledge
and skills of our compact team ensured that, as well as
The operating contribution from the core business
overseeing a healthy sales stream, we were able to purchase
(comprising profits on sale of trading properties and rental
properties for a total of £44.7 million.
income) is analysed in Note 4 on page 73.
Our strength is based on a tight focus on our core business
SUMMARY PROSPECTS FOR THE GROUP
of regulated tenancies together with a prudent operational
This time last year the outlook was characterised by
approach. We have kept gearing low while accommodating
uncertainty including the overhang from Brexit, Covid-19
the continued purchasing programme.
and the war in Ukraine that were fuelling, notably, energy
Since the end of the financial year on 31 March 2024 we
and food price rises - pressures that eventually contributed
have continued to sell and purchase properties through
to a technical recession at the end of the year. Looking
auctions and we are pleased with the results achieved.
forward economic indicators, including projected inflation
Given our financial strength, we believe that we are in a
levels, are looking more positive albeit projected to lead
strong position to take advantage of any prime purchasing
to only sluggish growth in the coming years leaving many
opportunities which may arise in the future.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Review of Operations (Continued)
INVESTMENT COMPANIES
The analysis of the investment portfolio as at 31 March 2024 is as follows:
2024 2023
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 increased during the year by £153,000 (2023: decreased £36,000). 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 77.
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
INTEREST COVER IN
RELATION TO PROFIT
EARNINGS PER SHARE
REVENUE (£m)
PROFIT BEFORE TAX (£m)
BEFORE INTEREST AND
(Pence)
8%
15.6%
TAXATION
7.4%
79.5
37.9
28.1
728.9
73.6
678.8
32.8
11.2
20242023
20242023
20242023
20242023
DIVIDEND PER SHARE
NET ASSETS PER SHARE (£)
for year (Pence)*
2.29% GEARING RATIO (%)
30.0%**
102.5
100.2
14.1 750
12.5
525
20242023
20242023
20242023
* Subject to the approval by shareholders of final dividend of 275 pence at the 2024 Annual General Meeting
** The total dividend paid for the year ended 31 March 2023 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 2024
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Mountview Estates P.L.C. Annual Report and Accounts 2024
NON FINANCIAL METRICS:
1. TRADING STOCK – REGULATED
The Group’s drivers of their main source of revenues and
TENANCIES
profit arising in the current year – sales on vacant possession
RISK
– are beyond the control of the Group as they are in turn
Reduced opportunity to replace asset sales of vacant
driven by factors that are outside the Group’s control: the
properties due to the reducing number of regulated
timing of vacant possession, the location and thus market
tenancies available for purchase.
price of properties disposed of, the original purchase date
and price of the properties sold and the current market
MITIGATION
appetite for the properties that are sold.
The Group has developed clear criteria that are applied
when considering asset purchases. Using these, the Group
Consequently, in view of this and the stable and long
has again performed excellently in a difficult market
standing nature of the Group’s business model and
replacing properties sold in the year ended 31 March
operating procedures, and the very close involvement of
2024, through substantial purchasing during the year. The
the Executive Directors in the day to day operations of the
‘Analysis of Acquisitions’ is on pages 8 and 9.
business, the Group has not developed and does not use
non-financial indicators as the Directors believe that they
2. MARKET
would not add to the Group’s ability to manage the business
RISK
day to day.
Weak macro-economic conditions triggered by external
The Board do receive regular updates from the Executive
events including for example the after effects of Brexit, the
Directors and also from the heads of department who report
war inUkraine and the cost of living crisis driven by rising
on salient matters arising in their areas of responsibility and
inflation and interest rates.
on their programme of upcoming routine and project work.
These reports do not contain standard recurring statistics
MITIGATION
focusing instead on immediate matters for consideration
The Group’s exposure is weighted towards the stronger
that vary meeting to meeting.
London and South East markets and this geographical area
has over the long term consistently been an above-average
RISK MANAGEMENT APPROACH
performer.
Making effective decisions to realise our strategic and
operational aims is underpinned by our risk management
3. FINANCIAL
processes that embrace monitoring of currently identified
RISK
risks, scanning for emerging risks and then once identified
Reduced availability of financing options resulting in inability
assessing those risks and our response to them within our
to meet business plans.
context and the challenges placed on us by the external
environment. The Audit and Risk Committee maintains our
MITIGATION
risk matrix which classifies risks broadly between those for
The Group monitors its bank accounts and loans closely to
active and regular monitoring and those for reporting on by
maintain sufficient capacity. We review our loan facilities
exception and reports on them to the Board (Risk Matrix).
regularly. The Group is conservatively geared and operates
While no longer actively managed the Risk Matrix contains
well within financial covenants. Financial Key Performance
a risk related to pandemic response informed by our
indicators are on page 10. Details of the Group’s current
experience during the Covid 19 pandemic. The Risk Matrix
facilities are set out in Note 18 on pages 79 and 80.
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.
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Review of Operations (Continued)
4. DIVIDENDS
7. OPERATIONS AND PROPERTY
RISK
MAINTENANCE
The Group seeks to provide shareholders with good returns
RISK
on their investment. This aim could be put at risk if the
Legal action against the Group for failure to meet its
Group was unable to sustain the level of dividends for
obligations under property management and safety legislation.
anyreason.
MITIGATION
MITIGATION
In addition to its own regular inspections, the Group
We carefully monitor our strategy and our results in order to
engages professional external companies to undertake
identify any risk to dividend levels.
health and safety, gas and electrical checks, fire risk
assessments, etc to ensure we meet our commitments as
The Group maintains a strong balance sheet. With
employers and landlords. Our staff receive regular training
appropriate banking facilities, we are able to maintain
to ensure their skills are kept up to date.
our trading stock by taking advantage of purchasing
opportunities when they occur.
Our Compliance Officer monitors our performance against
existing regulations and tracks and prepares for new
5. PEOPLE
requirements as they are published.
RISK
8. CLIMATE
Capacity to maintain strategy is compromised due
to inability to attract and retain suitably experienced
RISK
employees.
The impact on the Group of climate related matters. For
example, changing regulations or physical risks following
MITIGATION
changing weather patterns, including extreme weather
Mountview employs a relatively small workforce which
events, that could lead to increased wear and tear or other
enables personal interaction at all levels.
property damage and transition risks, for example following
The Company has a stringent recruitment process to ensure
regulatory changes.
we employ appropriately skilled staff. We carry out regular
MITIGATION
appraisals and offer employees opportunities for training
The regular inspections noted above provide the Group
and development courses. The Company has a good record
with opportunities to identify properties that may be at risk
of long-term service, a great number of our employees have
which would be considered for more frequent inspections.
worked for the group for over 12 years. Details of employees
Due diligence for purchases aims to identify properties with
and diversity are set out in Notes 9 and 10 of the Directors’
higher than normal inherent risks for flooding or other water
Report on pages 31 and 32.
risks. We explain more fully on pages 17 to 25 in our notes
6. REGULATORY
on TCFD how we approach and handle climate related risks.
RISK
EMERGING RISK
Risk of not meeting new or changed regulatory
As well as monitoring the incidence of currently identified
requirements and obligations that affect the Group’s
risks we also look for emerging trends in operations that
business activities and could lead to fines or penalties.
could become active risks. In addition, we carry out horizon
MITIGATION
scanning through our network of stakeholders, notably
our advisers, and also by reviewing published emerging
The Group engages in close working relationships with
riskreports.
appropriate authorities and advisers to ensure it meets its
obligations.
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
THE OVERALL RISK ENVIRONMENT
In assessing viability, the Directors considered the principal
risks (see pages 11 and 12) in severe but plausible scenarios
Given Mountview’s business model and financial
up to and including double digit impacts on revenue
strength, while any risks materialising could well have a
streams, costs and interest, their potential impact and
negative impact on short term performance, and lead to
how to manage them. In the current year, and as further
inconvenience, none are significant enough to threaten
discussed in our TCFD disclosures (pages 17 and 18), this
the continued existence of the Group. We are confident
analysis also included scenarios reflecting different impacts
that we can meet our strategic and operational goals and
related to climate change including a heightened regulatory
in particular are in a strong position to take advantage of
regime and a greater incidence of flooding or other extreme
purchasing opportunities as they arise. Where the likelihood
climate events.
of a risk materialising becomes high and imminent, we
factor accommodating the risk, into our operational plans
On the basis of this and other matters considered and
to be activated once the impact is clear. This is the case
reviewed by the Board during the year, the Board confirms
with the Climate Transition risk related to tightening EPC
that it has reasonable expectations that the Group will be
requirements where our teams are monitoring progress of
able to continue in operation and meet its liabilities as they
the legislation. Other risks are considered to be broadly
fall due over the three year period used for the assessments.
unchanged from 2023 with moderate assessments for both
The Directors consider the following factors to be key to this
probability of occurrence and impact.
assessment:
These principal risks were part of the Group’s assessment of
• The Group’s properties are attractive to a broad
long term viability, details of which are set out in the viability
constituency of buyers and can be marketed through
statement below.
different channels if needed
• The Group’s rental income is sufficient to cover expenses
VIABILITY STATEMENT
in the event of market illiquidity
In accordance with the 2018 UK Corporate Governance
• The Group has strong reserves and low indebtedness,
Code (the 2018 Code) the Board has assessed the prospects
which would enable it to take profitable advantage of
of the Group over a longer period than the 12 months
adverse market conditions
required by the ‘Going Concern’ provision. The Directors
have assessed the viability of the Group over the three year
• The Group maintains contingency and succession
period to 31 March 2027 and conducted this review taking
planning covering the unexpected absence of key
account of the Group’s current financial position, longer
members of staff.
term strategy, principal risks and future prospects and plans.
Given Mountview’s strong financial position each of the
A three year period is considered appropriate for the
Directors considers that the Group is well positioned to
assessment as it corresponds with the Group’s internal
take advantage of both favourable and adverse market
planning period and, in addition the term of the debt
conditions. The Group also has adequate banking facilities
facilities supports an assessment over this period.
in place over a spread of maturities which could be
renegotiated, augmented or replaced if necessary within the
The strategy of the business is set at Group level and is
required timescales.
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 72 and 73 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 46.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Review of Operations (Continued)
groups conflicted and a decision was needed that would not
SECTION 172 STATEMENT
fully satisfy all parties. In taking these decisions the overall
RELATIONS WITH SHAREHOLDERS AND
wellbeing of the groups affected is a primary consideration
OTHER STAKEHOLDERS
in reaching our eventual course of action.
The Board recognises that effective engagement with our
As described elsewhere the Board gets regular updates
stakeholders is a key part of our operations and meeting
from the heads of department both through the Executive
our strategy. Following the increased profile given to
Directors and in writing. In rare cases, for example if
stakeholder engagement associated with the Corporate
the needs of different stakeholder groups, including
Governance Code (the 2018 Code), and in support of the
environmental considerations, are not aligned and time
matters set out in Section 172(1) of the Companies Act 2006
is not a critical factor, these decisions may be referred to
we have reviewed our stakeholder groups and for each key
the Executive Directors or the Board for consideration or
stakeholder codified how we engage with them. This work
endorsement of proposed action.
has created a clear framework for the Board to work with
when taking material decisions as it provides a checklist
The Board keeps our stakeholder framework under regular
to ensure we identify and consider those who could be
review and updates as we identify new groups or changes
affected.
to the nature, scope or extent of engagement with existing
groups. The list below shows the key stakeholders identified
Intuitively the Board has for many years taken account of
and outlines the nature of our engagement with each of
the various stakeholder groups when considering major
them; there were no changes in our key stakeholders during
decisions. The framework provides us with a tool to help
the year.
ensure that in major decisions we do consider the relevant
stakeholder groups, and has been used during the year, for
STAKEHOLDER GROUPS AND NATURE
example:
OF OUR ENGAGEMENT:
• Acquisition of properties when offered portfolios and
1. SHAREHOLDERS
considering which properties we make an offer on;
• In addition to reporting formal financial results twice
• Maintenance in deciding on the scope of works and the
a year, the AGM presentation and discussion and
contractors to engage;
regulatory announcements throughout the year, the
• Other financial decisions for example those related to
Chairman and other members of the Board hold ad hoc
remuneration of all staff, dividends and banking facilities
meetings or calls on request with shareholders. This
needed; and
includes annual discussions with the major shareholders
to gather their views on the Company strategy and
• Updating the Group’s planning for any future pandemic
business model. Shareholders of all sizes contact us
response drawing on the lessons learned during
throughout the year by letter, phone or e-mail. We
Covid-19 including the impact on staff, tenants and
respond to questions on an individual basis or by
other stakeholder groups.
regulatory announcements depending on the nature of
The majority of decisions which involve stakeholders are
questions asked. A summary of the matters covered in
operational in nature and are delegated down to the teams
all contact with shareholders, whether by face to face
dealing with the individual stakeholder groups to ensure
or electronic means, is given to the Board at the next
timely responses to questions or issues raised. Responses
available meeting after the discussion or contact.
to issues arising, particularly new issues and those affecting
multiple stakeholder groups, present the opportunity for
2. EMPLOYEES
creativity in reaching effective solutions and for our teams
• Section 9 in the Directors’ report explains the
to learn and, where appropriate, update our standard
arrangements in place to enable the Company’s staff to
operating procedures.
engage with the Board. Given the size of the Company’s
workforce, rather than adopting one of the methods of
Communication is the watchword in handling matters
engagement in provision 5 of the 2018 Code, the Board
arising and assists in ensuring that stakeholder needs
reviewed and determined that the current arrangements
are properly understood and taken into account when
are sufficient.
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
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Mountview Estates P.L.C. Annual Report and Accounts 2024
3. CONTRACTORS AND SUPPLIERS
6. CORPORATE REGULATORY BODIES
• All contractors are subject to thorough review by our
• This group includes the Financial Reporting Council
property management team when first appointed
(FRC), the Financial Conduct Authority (FCA) and
and periodically thereafter. All contractors must sign
others who are responsible for developments relevant
up to our Contractor Code of Conduct. Similarly, all
to our listing and reporting to our shareholders and
consultants or advisers are subject to review by the
others. Their role includes changes in law, regulations,
Board before appointment. Major appointments – such
listing rules and obligations, accounting and auditing
as the external auditors are subject to a formal tender
standards, governance standards and any other relevant
process and annual appointment. The appointment of
matters. We regularly review issuers’ websites to remain
Moore Kingston Smith LLP as our auditors during the
informed on changes to regulation; similarly our various
year followed this process and is described further in the
external advisers also alert us to developments that
Audit and Risk Committee report on pages 45 and 46.
they believe should be brought to our attention. These
Regular contact between the part of the business that
reviews will be followed by ad hoc contact as and when
engages the contractor/supplier means that we are able
needed for clarification. Similarly, we also assist, when
to provide and receive feedback to improve the level of
requested, in the periodic quality reviews carried out by
service going forward.
the FRC and others. During the year contact included
liaising with FRC in their review of BSG Valentine and
4. FUNDERS – BANKS
also the evolution of the 2024 code and the new Listing
• The CFO holds regular meetings with our principal
Rules.
banks. At the time that facilities are renewed the CEO
7. OPERATIONAL REGULATORY BODIES
and CFO negotiate the new agreement.
• These bodies include the Gas Safe Register, the Health
5. CUSTOMERS – TENANTS AND BUYERS
and Safety Executive, The Environment Agency and
REGULATED TENANCIES
others. For all, in addition to responding to periodic
• These tenants form the bulk of our ‘customers’. We
updates, we monitor their websites to remain current on
engage with them periodically in relation to services
changes to regulation for their application to Mountview,
in the properties, when necessary to ensure our
followed by ad hoc contact as and when needed for
compliance with all obligations or on an ad hoc basis
clarification. We have appointed an external consultant
should tenants report any issues with the property. While
to provide Mountview with its own Health and Safety
normal operating practices have been resumed for most
policy which our contractors agree to abide by. This is
tenants, there remain some who are Covid-19 vulnerable
monitored by the external consultant.
and we modify our work with them accordingly.
8. LOCAL GOVERNMENT
OTHER TENANCIES
• We liaise with various local Government bodies
• Day-to-day engagement with these tenants tends to be
and review their websites on a need to know basis.
through the property management team in relation to
Departments in local Government that we may contact
maintenance or the renewals team when tenancies are
on a property specific basis include Social Services
up for renewal. The same considerations apply to this
& Environmental Health. We are currently using the
group as they do with the regulated tenants.
Ministry of Housing, Communities & Local Government
website in order to ensure compliance with Energy
BUYERS AT VACANT POSSESSION
Performance Certificates. We also have regular contact
• These buyers tend to be one-off purchasers so that we
with rent officers on matters concerning rent, property
do not have on-going relationships with buyers. We
condition and maintenance and other matters that may
maintain a close working relationship with the auction
arise on an ad hoc basis and periodic contact with local
houses and estate agents through whom we sell
planning officers as and when works on properties,
properties.
including trees with TPOs, need permission before work
can start.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Review of Operations (Continued)
9. PROFESSIONAL ADVISERS
CORPORATE ADVISERS INCLUDING AUDITORS
• As described more fully in the Audit and Risk Committee
report, our auditors Moore Kingston Smith LLP were
appointed during the year following a formal tender
process. Our operating engagement with the auditors
is set out in the Report of the Audit and Risk Committee
on pages 45 and 46. Elsewhere, we have long standing
relationships with the advisers noted on page 26.
Wework 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.
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 77),
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, Stephenson Executive Search Ltd
for executive recruitment and on employment matters
Winckworth Sherwood LLP and since 1 April 2024,
Forsters LLP.
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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
Mountview’s Board oversees climate-
Page 19
risks and opportunities
related matters and reviews reports from
the Audit and Risk Committee and Climate
Working Group (CWG) (see below).
Mountview’s CWG progresses and leads
Page 11
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.
Management’s role in assessing and
Ultimate responsibility for climate-related
Page 20
managing climate-related risks and
matters lies with Mountview’s Board and
opportunities
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.
Strategy: Response Ref
Climate-related risks and opportunities the
Climate-related risks are included in the
Page 12
organisation has identified over the short,
Risk Matrix as principal risks. Risks and
Page 21
medium and long term
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.
The impact of climate-related risks and
Climate-related risks are considered in
Page 22
opportunities on the organisation’s
all property acquisitions and property
business, strategy and financial planning
management decisions.
The implications of transitioning to net
zero are considered during strategic and
financial planning.
The resilience of the organisation’s
Mountview has developed scenarios and
Page 23
strategy, taking into consideration different
assessed the property portfolio around
climate-related scenarios, including a 2°C
increased regulation and extreme weather
or lower scenario
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Review of Operations (Continued)
Risk Management: Response Ref
The organisation’s processes for
The CWG’s climate-related risk assessment
Page 23
identifying and assessing climate-related
identifies transitional and physical risks.
risks
The CWG’s findings are reviewed by
the Audit and Risk Committee at each
meeting and reported to the Board.
The organisation’s processes for managing
The CWG manages and tracks the
Page 23
climate-related risks
identified climate-related risks and reports
to the Audit and Risk Committee and
ultimately the Board.
How processes for identifying, assessing
Climate-related risks are included in
Page 12
and managing climate-related risks are
Mountview’s general risk management
Page 24
integrated into the organisation’s overall
processes using the TRAP (Terminate:
risk management
Reduce; Accept; Pass on) model to
determine the response to emerging risks.
Metrics and targets: Response Ref
The metrics used by the organisation
Mountview has Key Performance
Page 24
to assess climate-related risks and
Indicators to manage climate-related risks
opportunities in line with its strategy and
and opportunities.
risk management process
The organisation’s Scope 1, Scope 2, and
Mountview’s Streamlined Energy and
Page 29 to 31
if appropriate, Scope 3 greenhouse gas
Carbon Report (SECR report) includes
(GHG) emissions, and the related risks
Scope 1, Scope 2 and relevant Scope 3
GHG emissions.
The targets used by the organisation
The CWG has identified short term
Page 25
to manage climate-related risks and
priorities for the coming year which have
opportunities and performance against
received Board approval.
targets
Longer term, Mountview has committed to
Page 22
meeting net zero for Scope 1 and Scope
2 and required Scope 3 GHG emissions
before 2050.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Review of Operations (Continued)
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 with relevant developments passed on to the functional teams.
The management structure is explained in the diagram below.
Property
The Board
Management
Ultimate responsibility for climate-related matters.
Department
Property Trading
Group
The Climate Working
Tenant and Rental
The Audit and Risk
Group (CWG)
Management
Committee
Leads work on climate-
Identifies and reviews the
related matters, with
Risk Matrix and reviews
Other
oversight from the
climate-related risks.
Departments
Non-Executive Directors.
Administration
Reports quarterly to the
Reports into the Board.
Accounting
Board.
IT
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 2023/4 and 2024/5 for Mountview include:
• Reviewing and where necessary updating contingency plans in relation to wildfires (no Mountview properties have
been affected to date), extremes in temperatures (e.g. requirements for heating/cooling infrastructure) or flooding (two
properties affected in 2023-4 – see notes on Metrics Page 18);
• 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 23/24 acquisition programme);
• Consideration of further steps to reduce Mountview’s carbon footprint in alignment with Mountview’s net zero aims; and
• Encouraging and supporting tenants who are eligible to apply for the ECO4 grants scheme. During the year 108
successful applications were made and installed or are currently in progress and 41 tenants declined the opportunity.
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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 and being replaced by acquisition of further regulated tenancies (see Page 11).
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
Medium-term • Existing EPC plans to be reviewed and updated to comply
Regulations and similar regulations
with future potential EPC Regulations
• EPC considerations built into property acquisition due
diligence and offer pricing
• Assessing costs of required modifications
Changing tenant expectations
Long-term • Property acquisitions due diligence includes climate risks and
(e.g. due to heat stress and rising
energy efficiency considerations
energy costs)
• 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
Medium- term • Acquisition due diligence includes physical climate risks
of extreme weather events
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Review of Operations (Continued)
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 continue to 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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 to 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Review of Operations (Continued)
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 FY23-24 FY22-23
Physical risks
Number/Value of assets in locations with medium or high exposure to flooding 46/5.6m 49/5.8m
The incidence of maintenance triggered by extreme weather conditions
(see note 1 under table) <5% of Maintenance <5% of Maintenance
Transition risks
Electricity consumption 73.3 MWh 83.8 MWh
Renewable electricity consumption 100% renewable 100% renewable
EPC Ratings:
Meets EPC E rating or has exemption 91.1% 90.4%
Works in progress/access issues 8.9% 9.6%
Note 1 – in 2023-4 two properties suffered damage due to flash flooding incurring repair costs of £60,000. This was accommodated within existing maintenance
budgets.
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 to 31.
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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 2024 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Directors and Advisers
as at the date of this Annual Report and Accounts
MR D.M. SINCLAIR (CEO)
SECRETARY AND REGISTERED OFFICE
Joined the Company as Company Secretary in 1977,
Mrs M.M. Bray FCCA
became a Director on 1 January 1982 and succeeded
Mountview House,
his late father as Chairman on 5 June 1990. Retained
151 High Street,
the position of Chief Executive (CEO) when the roles of
Southgate,
Chairman and CEO were split into separate roles in 2013.
London N14 6EW
Former Fellow of the Institute of Chartered Accountants in
BANKERS
England and Wales.
HSBC Bank Plc
MRS M.M. BRAY FCCA (CFO)
1-3 Bishopsgate,
Joined the Company in 1996 and became Company
London EC2N 3AQ
Secretary. Became a Director on 1 April 2004. Fellow of the
Barclays Bank PLC
Association of Chartered Certified Accountants.
One Churchill Place,
NON-EXECUTIVE DIRECTORS
London E14 5HP
MR A.W. POWELL FCA FIMC* (CHAIRMAN)
AUDITORS
Joined the Company as Non-Executive Director on
Moore Kingston Smith LLP
1 April 2018, assumed the role of Acting Chairman on
6th floor,
31 March 2019, and was confirmed as Chairman on
9 Appold Street,
19 November 2019. Mr Powell is a fellow of the Institute of
London EC2A 2AP
Chartered Accountants in England and Wales and a fellow
of the Institute of Management Consultants.
SOLICITORS
* Mr A.W. Powell was considered at the time of his appointment in
Norton Rose Fulbright LLP
2018, and at the time of his appointment as Chairman in 2019, to be
3 More London Riverside,
independent for the purposes of the 2018 Code.
London SE1 2AQ
MS M.L. ARCHIBALD MRICS*
(CHAIR OF THE REMUNERATION COMMITTEE)
REGISTRARS AND TRANSFER OFFICE
Joined the Company as a Non-Executive Director on
Link Group
1 July 2014. Member of the Royal Institution of Chartered
10th Floor,
Surveyors. She has held various roles with property advisers,
Central Square,
including Jones Lang Lasalle, and now acts as an adviser to
29 Wellington Street,
clients in a range of property sectors, including residential
Leeds LS1 4DL
and commercial property.
BROKERS
* Ms M.L. Archibald is considered to be independent for the purposes of
Singer Capital Markets
the 2018 Code.
One Bartholomew Lane,
DR A.R. WILLIAMS
London EC2N 2AX
Joined the Company as a Non-Executive Director on
FINANCIAL ADVISERS
1 December 2015. Dr Williams is a qualified member of the
medical profession, and a member of the Sinclair concert
SPARK Advisory Partners Limited
party. He represents the interests of the family and private
5 St John’s Lane,
shareholders generally.
London EC1M 4BH
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Directors’ Report
The Directors (as listed on page 26) have pleasure in presenting to the Members their 87th Annual Report together with
the Financial Statements for the year ended 31 March 2024. 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 72 and 73
Statement of Directors’ responsibilities Page 35
Directors’ interests in share capital Remuneration Report, page 62
Compensation for loss of office arrangements. Remuneration Report, pages 56 and 57
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 20, 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 63.
The Directors recommend the payment of a final dividend of 275 pence per share. The dividend will be paid on 19 August
2024, subject to approval at the Annual General Meeting (AGM) on 14 August 2024, to shareholders on the register at the
close of business on 12 July 2024.
Details of the AGM, including the notice of AGM, are set out on pages 104 to 108.
2. ACTIVITIES
The principal activities of the Company and its subsidiary undertakings are as follows:
PARENT COMPANY
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Directors’ Report (Continued)
4. APPOINTMENT AND RETIREMENT OF DIRECTORS
The appointment and retirement of Directors is governed by the Company’s Articles of Association, the FRC's Corporate
Governance Code 2018 (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 2024 AGM.
The Nomination Committee report on page 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 2024 was £250,000 divided into 5,000,000 Ordinary Shares of5p,
of which 3,899,014 were in issue (2023: 3,899,014). As at 9 July 2024, 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 9 July 2024, 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
% of Issued
Shares of 5p
Share
each
Capital
Mr Ray Williams, Mr David Wright and Mr James Langrish-Smith, Trustees of the Frank and
Daphne Sinclair Grandchildren Settlement* 324,791 8.33
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** 133,500 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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 2023 to 31 March 2024.
EcoAct’s scope of work was to:
• Define the reporting boundary and collect the required data;
• Calculate Mountview’s energy consumption and carbon footprint; and
• 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 48.9 tCO
e, which can be attributed as follows:
2
• Direct Emissions (Scope 1) 21.3 tCO
e or 44% of the total
2
• Indirect Emissions (Scope 2) 17.4 tCO
e or 36% of the total
2
• Indirect Other Emissions (Scope 3) 10.2 tCO
e or 20% of the total.
2
The results are presented below:
Figure 1: Total Emissions Broken Down by Activity and Scope
2024 2023
Type of Emissions Activity tCO
e % of Total tCO
e % of Total
2
2
Direct (Scope 1) Natural Gas 12.5 26% 12.8 21%
Company Vehicles 8.8 18% 18.1 30%
Subtotal 21.3 44% 30.9 51%
Indirect (Scope 2) Electricity used in company hybrid vehicles 2.2 5% 1.0 2%
Electricity 15.2 31% 16.2 27%
Subtotal 17.4 36% 17.2 29%
Indirect (Scope 3) WTT and T&D (All Scopes) 10.2 20% 12.2 20%
Subtotal 10.2 20% 12.2 20%
TOTAL (tCO
e)48.9
100%60.3100%
2
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 (62,500 miles) is also included in the company vehicle mileage (70,500 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).
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Directors’ Report (Continued)
Figure 2: GHG Emissions (tCO
e) by Activity (2023-24)
2
15.18
12.47
11.02
10.19
Purchased
Company
WTT and
Natural
Electricity
Owned Vehicles
T&D
Gas
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 2023/24 2022/23 % Change
Total Emissions (tCO
e) 48.9 60.3 -19.0%
2
Revenue (£’mil) 79.5 73.6 8.0%
Number of employees (staff and directors) 30 29 3.4%
tCO
e per employee 1.6 2.1 -21.7%
2
tCO
e per £’mil turnover 0.6 0.8 -25.0%
2
Total emissions normalised by the number of employees decreased by 21.7%, whereas total emissions per million £ of
turnover decreased by 25.0%.
YEAR-ON-YEAR ANALYSIS
Emissions produced by Mountview have decreased by 19% compared to last year from, 60.3 tCO
e to 48.9 tCO
e.
2
2
Scope 1 emissions have decreased by 31.2%, from 30.9 to 21.3 tCO
e compared with the previous reporting year. This is
2
due to:
• Emissions from company vehicles have decreased by 51.3%. This is due to the transition from diesel to plug-in hybrid
vehicles.
• Scope 1 emissions from natural gas have decreased by 2.7%.
Scope 2 emissions have increased by 1% compared to the previous reporting year. This can be attributed to:
• A 7.1% increase in the emission factor for UK grid electricity.
• The office electricity consumption (kWh) decreased by 11.9%; the estimated electricity consumption in managed
communal areas decreased by 22.6%.
• A small percentage (4.5%) of Scope 2 emissions is attributed to the plug-in hybrid company vehicles that consume
additional electricity.
Emissions from electricity account for 31.1% of Mountview’s overall carbon footprint. In addition to its head office,
Mountview are also responsible for electricity use in the communal areas of 26 managed blocks of flats. Emissions have
been estimated for these flats using the following assumptions:
• The Company pays an average £48 electricity charge per managed flat towards communal areas.
• The Company covers communal area charges for 26 properties.
• The average electricity standard rate is 32p/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 2024.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
REFERENCES
The following sources have been used for the completion of this document:
• ‘UK Government GHG Conversion Factors for Company Reporting’ for 2023, 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-2023.
• ‘Prices of fuels purchased by non-domestic consumers in the UK’, Table 3.4.2, March 2024, 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 91.1% of properties in our
portfolio with 6.9% 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 12 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 25 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Directors’ Report (Continued)
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 2023-24 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 review training providers used for all topics including climate matters and update our approved
list as necessary.
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 2024, 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 25 employees and five directors in the Group, 12 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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. CHARITABLE DONATIONS
During the year the Group made charitable donations of £4,000 (2023 £74,000).
16. RESEARCH AND DEVELOPEMENT
The Group has no research and development function or expenditure.
17. GOING CONCERN BASIS
18. AUDITORS
As explained in the report of the Audit and Risk Committee, BSG Valentine (UK) LLP resigned following the acquisition
of their business by TC Group. Moore Kingston Smith LLP have been appointed as successor auditors following a formal
tender process.
Messrs Moore Kingston Smith LLP have indicated their willingness to continue in office and a resolution for the
reappointment of Moore Kingston Smith LLP as auditors for the ensuing year will be proposed at the 2024 AGM.
19. 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.
20. 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Directors’ Report (Continued)
21. 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 9 July 2024, 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.
22. GENERAL MEETING
At the AGM held on 9 August 2023, 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 20 November 2023 (General Meeting). Both Mr Powell
and Ms Archibald were re-elected at the General Meeting. Between the 2023 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 2023 AGM, and then subsequently
following the 2023 General Meeting, 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,
other shareholders raised matters which are under consideration by the Board. The Board is grateful to those shareholders
who took part in the engagement process and value the feedback provided. 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 9 July 2024 and is signed on its behalf by:
M.M. Bray
Company Secretary
9 July 2024
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual
The Directors are responsible for keeping adequate
Report, the Directors’ Remuneration Report and the Group
accounting records that are sufficient to show and explain
and Company financial statements in accordance with
the Company’s transactions and disclose with reasonable
applicable law and regulations.
accuracy at any time the financial position of the Company
and enable them to ensure that its financial statements
Company law requires the Directors to prepare financial
comply with the Companies Act 2006. They have general
statements for each financial year. Under that law, the
responsibility for taking such steps as are reasonably open
Directors are required to prepare the Group financial
to them to safeguard the assets of the Group and to prevent
statements in accordance with UK Adopted International
and detect fraud and other irregularities.
Accounting Standards and applicable UK law.
The Directors are responsible for the maintenance and
The Directors have elected to prepare the Company
integrity of the corporate and financial information included
financial statements in accordance with United Kingdom
on the Company’s website. Legislation in the UK governing
Generally Accepted Accounting Practice (UK GAAP)
the preparation and dissemination of financial statements
including FRS 102 and applicable law.
may differ from legislation in other jurisdictions.
Under company law, the Directors must not approve the
Each of the Directors, (as set out on page 26) as at the date
financial statements unless they are satisfied that they
of this Report, confirms to the best of their knowledge that:
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.
• The Financial Statements, prepared in accordance with
In preparing these financial statements, the Directors are
the applicable set of the UK Accounting Standards, give
required to:
a true and fair view of the assets, liabilities, financial
position and profit of the Group and the Company.
• select suitable accounting policies and then apply them
• The strategic report includes a fair review of the
consistently;
development and performance of the business and the
• make judgements and estimates that are reasonable and
position of the Group and the Company, together with
prudent;
a description of the principal risks and uncertainties that
• present information, including accounting policies, in a
they face.
manner that provides relevant, reliable, comparable and
• The annual report and financial statements, taken as
understandable information;
a whole, are fair, balanced and understandable and
• in respect of Group financial statements, state whether
provide the information necessary for shareholders to
UK Adopted International Accounting Standards in
assess the Group’s performance, business model and
conformity with the requirements of the Companies
strategy.
Act 2006, have been followed, subject to any material
departures disclosed and explained in the Financial
Statements;
By Order of the Board
• 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
M.M. Bray
• prepare the financial statements on the going concern
Company Secretary
basis unless it is inappropriate to presume that the
9 July 2024
Group and the Company will continue in business.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Corporate Governance
The Board is committed to establishing and sustaining
up to date on current and emerging developments in our
corporate governance processes that reflect all of the
markets, legislation and regulation and the governance
prevailing UK Corporate Governance Code (2018 Code),
environment. This we achieve through a combination of
the Group’s circumstances and structure and the external
reading, contact with our advisers and Directors attending
challenges and constraints that we face. Prior challenges,
updates, including via webinars, and then sharing salient
including Covid-19, have strengthened our processes
points raised with the rest of the Board for discussion during
by testing them under ‘stress’, as we describe in our
Board meetings. In addition, we have again worked closely
discussion of summary prospects for the Group on page
with PRISM Cosec our corporate governance consultants,
9, we face both continuing and new uncertainties that
and our other advisers to identify the best ways to build
will bring their own challenges to all processes – both
evolving practice into our approach. We are mindful that
operational and governance. The last financial year has
our structure, which has evolved through our history and is
been another successful one for the Group and we view
aligned with our culture and values, is not fully compliant with
effective governance, together with our Purpose and values
some of the provisions in the 2018 Code.
as essential ingredients for this long-term success and the
Equally, we recognise the value of bringing different
generation of sustainable value for all our stakeholders. The
perspectives to bear on issues arising within the business in
result is that since we first reported under the 2018 Code
terms of both contribution to debate and risk management
our processes have evolved, but throughout your Board
and mitigation. We manage this by involving our various
has:
advisers when matters relevant to their areas of expertise
• operated as normal, meeting both remotely and in
arise. In this way we are able to ensure that we get the
person for Board and Committee meetings as well as
necessary expert input when it is needed.
having informal discussions between meetings
Taking account of the 2018 Code in the context of our size,
• retained close oversight of our operations and the
with 25 employees plus five Directors, our shareholdings
continuing suitability of our strategy
and the nature of our operations where we have a focused,
• monitored our existing and emerging risks, updating
stable and enduring strategy, and stable workforce and
our risk matrix as needed to ensure we have good risk
suppliers, we have looked at each of the principles and
management and controls in place
provisions of the 2018 Code to consider the spirit behind
Throughout we believe that our purpose, culture and
them as well as the actual wording used. Given this context
values have informed and supported the decisions that
where the Board and the Executives in particular are much
we have taken, supported by the commitment, experience
closer to the employees and operations than is likely to
and creativity of all at Mountview. In addition, effective
be the case for many quoted companies, we have, as
engagement with our stakeholders, as described in our
envisaged by the 2018 Code, adopted alternative solutions
Section 172 statement on page 14 has underpinned our
to provisions where we believe this to be appropriate.
work during the year using both traditional and electronic
We are of the view that throughout we are operating
means. Contact with stakeholders, is key to understanding
within the spirit behind the principles of good corporate
their views and receiving their feedback. As a result a
governance – in a manner that is appropriate to our business,
considerable amount of Board time has been taken up
our size and our economic footprint. In particular, as a small
with reporting back on contact with shareholders and other
Board, we recognise that there are matters concerning the
stakeholders and discussing and responding to points that
size and composition of the Board that fall into this category.
they have raised.
The Board and also shareholders, when consulted, are at one
with their view that new Board positions should be created
CORPORATE GOVERNANCE CODE
only when there is a clear need and when the appointee
COMPLIANCE STATEMENT
will add capacity or skills that are needed by the business in
In respect of the year ended 31 March 2024, the Company
order for it to continue to pursue its strategy.
was subject to the 2018 Code, a copy of which can be found
Below we note the areas where we believe we comply with
at www.frc.org.uk/corporate/ukcgcode.cfm. The Board
the spirit of the 2018 Code but do not currently adhere
confirms that the Company applied the principles, with
completely to the detailed requirements. These matters
details throughout this annual report, and complied with
are kept under constant review as a whole by the Board.
the provisions of the 2018 Code, except as disclosed in this
Should there be a material change in the Company’s
section.
strategy, business model, structure or risk environment then
We remain committed to the benefits of a robust governance
these points would be re visited and, after consulting with
framework and believe that through our approach we are
shareholders on proposals, we would make such changes as
able to best safeguard the interests of, and deliver long term
are appropriate given the changed circumstances.
value to, our shareholders and other stakeholders. A key
component of this approach is a strong focus on remaining
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Mountview Estates P.L.C. Annual Report and Accounts 2024
One area that has been addressed during the year is in
recruitment and selection be strictly on the basis of merit
relation to the Internal Audit Function (Section 4 Principle
and ability. Both these matters are continually kept under
M and Provisions 25 and 26) where, as described in greater
review.
detail in the report of the Audit and Risk Committee
(page48) during the year Mountview has employed an
ROLE CONCURRENCE – AUDIT
Internal Auditor to lead this work for the business.
COMMITTEE: (SECTION 4 PROVISION 24)
The Chairman of the Board is also the Chairman of the
INDEPENDENT NON-EXECUTIVE
Audit and Risk Committee. The Board consists of 60%
DIRECTORS (NEDS): (SECTION 2
accountants and the Board has determined that there is no
PROVISION 11)
need to appoint a further NED with financial experience.
The number of independent NEDs (excluding the
The Board, and separately the NEDs, have considered the
Chairman) is currently less than at least half the Board
Chairman’s role on the Audit and Risk Committee and are
as required by the 2018 Code. This is a matter which the
firmly of the view that this combined role continues to be in
Board and the NEDs have reviewed in the context of the
the best interests of the Company for the time being. This
skills and experience needed either directly on the Board
situation continues to be reviewed on a regular basis.
or indirectly through advisers and concluded that given the
REMUNERATION OF THE CHAIRMAN:
size of the Company and the stable nature of its strategy,
business model and operations, the current composition,
(SECTION 5 PROVISION 33)
with one independent NED and three NEDs (including the
The remuneration of the Chairman is not set by the
Chairman) in total supported by external advisers, remains
Remuneration Committee. Instead, in line with the
appropriate.
principle of no one being involved in setting their own
remuneration, the Chairman’s remuneration, and that of
APPOINTMENT OF A SENIOR
the other NEDs is reviewed by the Executive Directors who
INDEPENDENT DIRECTOR (SID):
make a recommendation to the Board as a whole for final
approval, within the limits set by the Company’s Articles of
(SECTION 2 PROVISION 12)
Association.
Excluding the Chairman, the Company has one
independent NED and the Board has concluded that it is
IN THIS REPORT
too small to merit the appointment of a SID. Should this
In the following pages we describe our governance
change and the Board and shareholders consider that the
approach under the headings:
needs of the business warrant widening the NED pool to
a level that creates a clear SID role then we would appoint
• Board leadership and Group Purpose (page 38)
one.
• Division of Responsibilities (page 39)
COMPOSITION OF COMMITTEES IN
• Composition, Succession and Evaluation – the report of
the Nomination Committee (pages 41 to 43)
GENERAL: (SECTION 3 PROVISION 17;
• Audit, Risk and Internal Control – the report of the Audit
SECTION 4 PROVISION 24; AND SECTION
and Risk Committee (pages 44 to 49)
5 PROVISION 32)
• Remuneration – the report of the Remuneration
The Board is small and therefore the composition of each of
Committee (pages 50 to 62)
the Committees is limited by the available pool of Directors.
As noted above, should it be concluded that appointing
By Order of the Board
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
M.M. Bray
and the Board does not warrant a formal performance
Company Secretary
evaluation process. However, performance of the Directors
9 July 2024
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
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Corporate Governance (Continued)
BOARD LEADERSHIP AND
THE WORK OF THE BOARD
GROUPPURPOSE
The Board meets formally at least four times a year, with ad
hoc meetings to discuss particular transactions and events
The role of the Board is to provide leadership to the Group,
called as and when required. All Directors are expected
ensuring that the necessary financial and human resources
to attend all meetings of the Board, and any committees
are in place to enable the Group to meet its strategy and
they are members of, and devote sufficient time to the
objectives. In addition, the Board ensures that there are
Company’s affairs to fulfil their duties as Directors. During
appropriate financial and business systems and controls in
the year most Board and committee meetings were held by
place to safeguard shareholders’ interests and maintain an
remote electronic means.
appropriate and effective governance framework. In making
decisions throughout the year, the Board is strongly aware
The Board operates in accordance with the Company’s
of its responsibilities to the Company’s shareholders as well
Articles of Association and there is a Schedule of Matters
as other stakeholders including managing possible conflicts
Reserved for Board Decision which includes approval of
of interest between different stakeholder groups.
strategy, budgets, financial reports, public announcements,
significant acquisitions of property, major capital
SETTING OUR STRATEGY
expenditure, funding and dividend policy. In addition
Group strategy is proposed by the Executive Directors and
the Board reviews and approves matters related to the
that strategy is rigorously discussed, debated and agreed
operation of the Board and its committees, and, where
by the Board. The NEDs work with the Executive Directors
material, any new or significantly amended operational or
to deliver on the agreed strategy. The Directors constantly
staff policies. Routine operational questions are delegated
seek feedback from any source or stakeholder on how well
to the relevant team. However, when needed, there is an
the current operations are working to meet the strategy as
escalation process to have a proposed course of action
the working environment evolves. Information received is
considered by the Executive Directors or the Board.
analysed for new and emerging risks and opportunities that
may have implications for the strategy and operations, and
The Company Secretary sends out the agenda and
the risks monitored.
supporting information to all members of the Board in
advance of Board meetings. At each meeting the Executive
UNDERSTANDING STAKEHOLDER NEEDS
Directors provide an operational update, noting any issues
The Board is mindful of its responsibilities towards all
arising and upcoming sales or purchases in the pipeline.
stakeholders and engagement with them as described
The Board receives, by rotation or exception, reports
elsewhere in this Annual Report, including:
from the heads of department again noting any issues
arising. The Risk Matrix, updated for any new information
• our purpose and wider responsibilities (page 5)
or emerging risks, is reviewed as are any potential
• engagement with our employees (page 14)
conflicts of interest. Any meetings or other contact with
• engagement with stakeholder groups (pages 14 to 16)
shareholders or other key stakeholders are reported back
Understanding and taking into account the short and long
and, where necessary, responses discussed and agreed. The
term interests of stakeholders when making decisions is
information supplied to the Board and its committees is
central to how the Company operates, recognising that
kept under review to ensure it is fit for purpose, and that it
these interests will vary by issue and that trade-offs will
enables sound decision-making.
often be needed as noted in our Section 172 statement
All Directors have access to independent professional
(page 14).
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Attendance at and number of Board and committee meetings is set out below:
Mr A.W.
Mr D.M.
Mrs M.M.
Ms M.L.
Dr A.R.
1
1
Meetings
Powell
Sinclair
Bray
Archibald
Williams
Full Board 5 5 5 5 5
Audit and Risk Committee 5 4 4 5 5
Remuneration Committee 4 2 2 4 4
Nomination Committee 2 2 2 2 2
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
THE NON-EXECUTIVE DIRECTORS
Board offer themselves for re-election each year as
The role of the NEDs, as described in their letters of
described in the notice for the upcoming 2024 AGM and
appointment, is to bring independent and objective
as set out in the Directors’ Report on page 28 and in the
judgement and scrutiny to all matters before the Board
Notice of Meeting on page 103.
and its committees. During the appointment process steps
are taken to confirm that they will have the time needed to
DIVISION OF RESPONSIBILITIES
meet their responsibilities to the Group.
The 2018 Code requires that there should be a clear
division of responsibilities between the roles of CEO
Throughout the year the NEDs hold meetings periodically
and Chairman, both roles being separate and distinct.
without the Executive Directors including meetings to
The Chairman is responsible for leading the Board and
discuss remuneration of the Executive Directors and to
ensuring its effectiveness, including the Board’s decision-
meet with the external auditor to discuss the audit of the
making process, building a constructive relationship
Annual Report and Accounts.
between Executive Directors and NEDs, and, for fostering
The 2018 Code requires at least half the Board, excluding
open debate with an appropriate balance of challenge
the Chairman, should be independent NEDs. For the
and support. The CEO is responsible for leading the
purpose of the 2018 Code, on appointment as a NED
development and execution of long-term strategies of the
and on appointment as Chairman, Mr A.W. Powell was
business and has specific responsibilities in relation to all
considered to be independent and Ms M.L. Archibald is
matters to do with property purchase and sale.
deemed to be an independent NED. Dr A.R. Williams is a
THE EXECUTIVE DIRECTORS
NED but he is not considered to be independent for the
purposes of the 2018 Code.
Day-to-day management is delegated to the Executive
Directors with focus on major transactions, business growth,
At present the Board does not intend to appoint any
strategy, cash management and control. There is regular
Director to fulfil the role of SID, given the limited size of the
communication with the NEDs in order to keep them
Board, but may decide to do so in the future.
informed about the Group’s operations. This is done via a
OUR GOVERNANCE FRAMEWORK
schedule of regular Board meetings throughout the year
supplemented by ad hoc in person or electronic meetings
The Directors recognise their accountability as a Board to
or by e-mail as needed to address specific matters arising.
the shareholders for the effective stewardship of the Group
and its strategy, operations, governance and control. In this
The Group has seven Senior Managers reporting to the
the Board are supported by three committees whose roles
Executive Directors. There are six core departments
and current composition are:
– Accounts, Property Management, Property Trading,
Rent, IT and Administration – with staff reporting either
THE NOMINATION COMMITTEE
to the relevant managers and/or directly to the Executive
This Committee is responsible for reviewing the balance
Directors.
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Corporate Governance (Continued)
THE AUDIT AND RISK COMMITTEE
the Audit and Risk Committee on page during the year the
Group has established a dedicated internal audit function,
This Committee is responsible for monitoring Mountview’s
and as a result is in the process of developing a ‘three
accounting policies and processes, audit arrangements
lines of defence’ model that is appropriate to Mountview’s
and for reviewing the risk management and internal audit
context, structure and operations.
function framework. It is also responsible for the clarity and
completeness of the Company’s disclosure to shareholders.
The key procedures which the Directors have established
The Committee is comprised of all the NEDs, including the
with a view to providing effective internal financial control
Chairman.
are as follows:
THE REMUNERATION COMMITTEE
Identification of business risks – The Board is responsible
The Committee is comprised of all the NEDs, including the
for identifying the major business risks, as well as
Chairman, and is responsible for both setting remuneration
emerging risks, faced by the Group. The principal risks and
policy and for the implementation of that policy as regards
uncertainties faced by the Group are set out in the Review
the Executive Directors. NED remuneration is proposed by
of Operations on pages 11 to 13 together with mitigating
the Executive Directors and determined by the Board.
factors for each risk.
Further detail on the Terms of Reference of these
Management structure – The Board has overall
Committees can be found on the Company’s website
responsibility for the Group and, as described on page 38,
(www.mountviewplc.co.uk). Reports of their activities
there is a formal schedule of matters specifically reserved
follow later in this Annual Report and Accounts on
for decision by the Board.
pages41to 62.
Corporate accounting – Responsibility levels are
communicated throughout the Group as part of the
RISK MANAGEMENT AND INTERNAL
corporate accounting procedures. These procedures set out
FINANCIAL CONTROL
authorisation levels, segregation of duties and other control
The Board has overall responsibility for risk management
procedures.
and the Audit and Risk Committee is specifically charged
with the governance of the risk management, internal
Quality and integrity of personnel – The integrity
control and audit processes. The Board has carried out
and competence of personnel is ensured through high
a robust assessment of the principal risks, as well as
recruitment standards, the regular day to day contact
considering emerging risks faced by the Group which
between the Executive Directors and staff, and close Board
are set out on pages 11 and 12 and more detail on the
supervision.
functionof the Audit and Risk Committee is set out on
Monitoring – Internal financial control procedures are
pages 44to49.
monitored and reviewed by the Board as a whole. These
Details of the Company’s financial risk management
reviews embrace the provision of regular information to
objectives and policies are included in Note 3 to the
management, and monitoring of performance and key
Consolidated Financial Statements on pages 72 and 73.
performance indicators.
An ongoing process for identifying, evaluating and
The Board is satisfied that the control procedures are
managing the significant operational risks faced by the
adequate to provide accurate information and safeguard
Group was in place throughout the period from 1 April 2023
the assets of the Group.
to the date of approval of the Annual Report and Accounts.
2024 CODE
The effectiveness of this process is reviewed annually by the
The Board is mindful of the issuance in January 2024 of a
Board.
new version of the UK Corporate Governance Code – 2024
The Directors are responsible for establishing and
Code and related guidance. For the current year the Board
maintaining the Group’s system of internal financial control.
have used the changes, and in particular additional points
Internal control systems in any group are designed to
raised, as prompts to review existing disclosures so that
identify, evaluate and manage risks faced by the Group
where current practice is in line with the updated provisions
and meet the particular needs of the Group and the risks
the disclosures reflect this. A full review of the 2024 Code
to which it is exposed. By their nature such systems can
and its implications is a much longer project and will be on
provide reasonable but not absolute protection against
the agenda of the Board, Audit and Risk Committee and
material misstatement or loss. As described in the report of
Internal Auditor for the coming year.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Report of the
Nomination Committee
MEETINGS
Meetings
Meetings
eligible to
Committee Member
Attended
Attend
Mr D.M. Sinclair – Chair 2 2
Mrs M.M. Bray 2 2
Ms M.L. Archibald 2 2
Mr A.W. Powell 2 2
Dr A.R. Williams 2 2
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 twice during the year ended 31 March 2024, 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 2023 and the upcoming 2024 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
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Report of the
Nomination Committee
(Continued)
SUCCESSION PLANNING – MHAIRI ARCHIBALD
In 2023 the Committee were aware that Mhairi Archibald's 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 usually applicable to NED tenures in accordance
with the 2018 Code and related guidance. The Committee therefore started its search for a new, suitably experienced and
qualified independent NED and engaged an external recruitment consultant Stephenson Executive Search Ltd, which has
no other connection with the Group, for this purpose.
The search is on-going and, while we have yet to fill the position, the Committee remains focused on completing the search
and appointment. In the meantime, the Committee has agreed to extend Ms Archibald’s contract until 31 March 2025 with
the aim of completing the new appointment and enabling a short period of overlap with Ms Archibald. This will ensure 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 2023/24.
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 2024 (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
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
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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, 2024:
As at 31 March 2024, 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 in
Percentage
Number of
Percentage of
Senior Board
executive
in executive
Board members
the Board
positions*
management**
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 25 employees and five Directors, 12 are male and 18 are female.
ETHNIC REPRESENTATION DATA AS AT 31 MARCH, 2024
Number in
Percentage in
Number of
Percentage of
Senior Board
executive
executive
Board members
the Board
positions*
management**
management**
White British or other White (including
minority-white groups) 5 100% 3 7 100%
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
9 July 2024
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Report of the Audit and
Risk Committee
MEETINGS
Meetings
Meetings
eligible to
Committee Member
Attended
Attend
Mr A.W. Powell - Chair 5 5
Ms M.L. Archibald 5 5
Dr A.R. Williams 5 5
Non Member
1
Mr D.M. Sinclair
4 4
1
Mrs M.M. Bray
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 2024. 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 2024.
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 and programme 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
ACTIVITIES OF THE COMMITTEE
In the current year, in addition to the normal on-going activities there were two developments that prompted further work
for the Committee:
• As reported on 2 October 2023, the Group’s then auditors BSG Valentine had their business taken over by TC Group
who are not registered to carry out Public Interest Entity (PIE) audits, and so could no longer audit the company.
Accordingly the Committee undertook a formal tender process to identify and appoint successor auditors. This process
is described in more detail below.
• The second development, is the appointment of an experienced auditor in the role of Internal Auditor. Their work as
internal auditor is described in more detail below.
This work was managed by inclusion as agenda items in already scheduled meetings complemented by ad hoc contact by
phone and e-mail as the processes evolved.
Accordingly, during the year the Committee met on five occasions, including meetings with BSG Valentine prior to the issue
of the preliminary 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 2024 with the incoming auditors, Moore Kingston Smith LLP, 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 2023 to 31 March 2024.
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 partners 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.
EXTERNAL AUDIT TENDER PROCESS
Following the resignation of BSG Valentine as described above, the Committee launched a competitive tender process.
As part of planning the tender process, the Committee took due regard of the current FRC guidance on audit tenders
and has considered the relevant sections of the draft ‘Minimum Standards for Audit Committees’ published by the FRC in
November 2022.
The audit tender process designed consisted of:
• Desk analysis of candidate firms to determine a long list of firms to approach. This analysis included identifying PIE
registered firms and their Responsible Individuals (RI), their relevant experience and reviewing their Transparency
Reports. It also included seeking comments or feedback from major shareholders.
• Preliminary discussions with the long list firms, filtering this list to the short list invited to tender. Matters discussed
included background to Mountview and how it operates as well as how the firms would structure their audit
operationally and how they would work with our finance team.
• Preparation of the formal tender documents together with summary notes on Mountview, how it is structured and
operates to aid firms in responding to the tender. Matters included in these notes were in response to specific requests
for information made by tendering firms during the initial discussions (noted above).
• Further discussions with the invited firms during the tender process. Each firm also met separately with the finance team
as a part of their discovery and diligence processes for compiling their responses to the invitation to tender.
• Receipt and consideration of formal tender documents.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Report of the Audit and
Risk Committee
(Continued)
• Following completion of the steps above the Committee and the Finance team and Internal auditor discussed
candidates against a range of criteria including how they responded during the tender process, the strength and depth
of the engagement team, and back up should that be necessary, and their proposed audit approach. On the basis of
this review the Committee formed its recommendation to the Board.
• After considering the findings of the Audit Committee, the Board agreed to invite Moore Kingston Smith LLP to take on
the role of the Group’s statutory auditors starting with the audit for the year ending 31 March 2024. An announcement
confirming this appointment was made on 15 January, 2024.
• Subsequently their re-appointment will be put to shareholders in the normal way at the 2024 AGM.
• The audit will be put out to tender at least every ten years.
KEY AREAS FORMALLY DISCUSSED AND REVIEWED
Key areas formally discussed and reviewed by
Principal Responsibilities of the Committee
the Committee during the year
REPORTING AND EXTERNAL AUDIT
• Monitoring the integrity of the Company’s financial statements
• Results, commentary and announcements
and all formal announcements relating to the Company’s financial
• Key accounting policy judgements, including valuations
performance, reviewing financial reporting judgements contained
• Impact of future financial reporting standards
within them
• Going concern and long term viability
• Making recommendations to the Board regarding approval
• External auditor management letter, containing observations
of the external auditor’s remuneration, terms of engagement,
arising from the annual audit leading to recommendations for
monitoring independence, objectivity and effectiveness
financial reporting improvement
• Conduct of the audit tender process following the resignation of
• External auditor’s remuneration
BSG Valentine
• External auditor effectiveness
• Audit tender process and frequency (last tendered in 2023)
VALUATIONS
• Monitoring and reviewing the valuation process for the
• Annual report on the effectiveness of the valuer which considers
investment properties
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
• Maintenance of the Risk Register including identifying and then
emerging risks, including those that could affect solvency or
making a robust assessment of the principal risks facing the Group
liquidity, future performance and its business model
• Horizon scanning for emerging risks
• Reviewing the risk management disclosures on our approach to
• Review of risk disclosures as part of review of accounts
risk in the Annual Report and Accounts
• Conduct scenario analysis for the long term viability statement
• Considering the need for an internal audit function
• Appointment of internal auditor and agreeing initial work
programme
• 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
OTHER
• Reviewing the committee’s Terms of Reference and monitoring its
• Reviewed and confirmed the Terms of Reference; execution and
execution
effectiveness monitored through a progress table and externally
sourced questionnaires
• Considering the impact of hybrid working on the system of
• Reviewed the impact on controls of staff working from home,
internal controls, including cyber risk
including IT controls over remote access
• Considering compliance with legal requirements, accounting
• Reviewed processes for monitoring new relevant regulation,
standards, the Listing Rules and Disclosure Guidance and
notably for diversity and inclusion disclosures, and evolving TCFD
Transparency Rules
and electronic tagging requirements
• Reviewing the whistle-blowing policy and operation and related
• Review of whistle-blowing arrangements as set out in the staff
policies including the anti-bribery and gift policy
manual. Confirmation from the CFO that there have been none
during the year
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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. Following the resignation of BSG Valentine (UK)
LLP who had been the Group’s auditor since 2007 (re-appointed following a formal tender process in 2017) and after the
tender process described above, Messrs Moore Kingston Smith LLP were appointed as the Group’s auditors. 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 2024 Audit Report will be signed off by Mital Shah, Senior Statutory Auditor.
Objectivity and independence: – These aspects are critical to the integrity of the Group’s audit. As a part of the tender
process and thus 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 for the 2023 audit and Moore Kingston Smith LLP for the 2024 audit, 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. Both BSG Valentine
in 2023 and Moore Kingston Smith LLP in 2024 re-confirmed to the Committee during the meetings that they maintained
appropriate internal safeguards to ensure their independence and objectivity.
Effectiveness of the external audit process: – The Committee appraised Moore Kingston Smith’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 Moore Kingston Smith LLP 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 Moore Kingston Smith LLP remains effective in its role
and, Moore Kingston Smith LLP 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 2024 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 either BSG Valentine or Moore Kingston Smith LLP during the
year. Accordingly the Committee has concluded that the auditor’s objectivity and independence were safeguarded. The
fees paid to Moore Kingston Smith LLP are shown in Note 6 to the Accounts.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Report of the Audit and
Risk Committee
(Continued)
INTERNAL AUDIT
During the year the Group has taken on an experienced auditor to lead our internal audit work. After their initial ‘on-
boarding’ their initial work programme was providing input and support during the tender process. After the appointment
of Moore Kingston Smith LLP the work programme included liaison with the incoming auditors Moore Kingston Smith LLP,
as well as review of systems, including a review of software used by the Group.
This internal audit work will complement the close day to day involvement of the Executive Directors and the internal
control procedures in place. Going forward, and drawing these elements together, the Group is aiming to implement the
principles of the three lines of defence model that is relevant to our context – Internal Audit will be a key component of this
once implemented.
The Committee retains the power to commission assurance work from time to time as it sees fit if needed to complement
existing skills and experience.
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 2024 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
The Committee discussed the valuation with the valuers independently of management. This provided the
investment property
opportunity for the valuers to explain the process they follow to value the portfolio and for the Committee to
portfolio
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
The Committee’s consideration of this aspect focused on the more recent purchases which have the greatest risk
value of the trading
and included reviewing the processes used by the property team to assess values and hence consider the need for
property portfolio
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
KEY ISSUES FOR 2024/25
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 2024/25 this will notably include embedding
the Internal Audit work programme within the business. It will also include potentially as a part of this Internal Audit
programme, reviewing changes to the data gathering needed to meet the new 2024 Code, as well as monitoring evolving
best practice under the 2018 Code and other regulations. In addition for 2024/25 this will include reviewing the reporting
and data requirements arising from the issuance of 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 whether this be through
the 2024 Code, 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
9 July 2024
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Remuneration Report
MEETINGS
Meetings
Meetings eligible
Committee Member
Attended
to Attend
Ms M.L. Archibald – Chair 4 4
Mr A.W. Powell 4 4
Dr A.R. Williams 4 4
Non Member
1
Mr D.M. Sinclair
2 2
1
Mrs M.M. Bray
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 2024 Remuneration Report for
which we are seeking your support at our AGM on 14 August 2024.
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
As reported last year 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. Also, as in prior years, and as noted
elsewhere in this Annual Report, the Committee has been mindful of the role of chance and external factors outside the
role or control of the Executive Directors when it comes to the properties becoming vacant for sale and also the cost of
properties sold and thus gross margin and PBT. The Committee also noted, as in 2023, the executives role in purchasing
during the year topping up the portfolio with further acquisitions. The Remuneration Committee have applied 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, this year contributing to a rise in profits during the year.
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 in recognition of their continued
diligence and commitment to the Company and its success staff were awarded salary increases averaging approximately 8%
with percentage increases tapering for staff with higher salaries.
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 2024, as in 2023, reflect and are based on these restructured
figures, where the salary awards noted in last year’s report of £863K and £702K for the CEO and CFO respectively.
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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 around 3% 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 increase in Profit before Tax for the year 2023/24, the Remuneration
Committee set the bonus awards at £320,000 and £265,000 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
9 July 2024
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Remuneration Report (Continued)
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.
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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.
The malus and clawback provisions were not used in either of the years to 31 March 2024 or to 31 March 2023.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Remuneration Report (Continued)
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 54 and 55. 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;and
• 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
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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
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Remuneration Report (Continued)
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.
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NON-EXECUTIVE DIRECTORS
Contract Date Unexpired Term Notice Period
Ms M.L. Archibald* 1 April 2024 9 months 1 month
Dr A.R. Williams 1 December 2021 5 months 1 month
Mr A.W. Powell 1 April 2024 33 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
Base Salary Fixed Benefits
Variable
Total
890
31
330
At expectation*
CEO
1,251
(71.14%)
(2.48%)
(26.38%)
725
274
CFO
999
(72.57%)
(27.43%)
890
31
Minimum**
CEO
921
(96.63%)
(3.37%)
725
CFO
725
(100.0%)
890
31
890
Maximum***
CEO
1,811
(49.14%)
(1.72%)
(49.14%)
725
725
CFO
1,450
(50.0%)
(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 2024/25 base salary as in 2023/24.
** Minimum is based on fixed remuneration consisting of projected annual salary for 2024/25 with fixed benefits but assuming no Short-Term Incentive award.
*** Maximum is based on fixed remuneration consisting of projected annual salary for 2024/25 with fixed benefits with the maximum Short-Term Incentive
award opportunity of 100% of base salary.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Remuneration Report (Continued)
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
Benefits in
Total Fixed
1
2
3
Salary
kind
Remuneration
Bonus
Total
2024
£000
£000
£000
£000
£000
Executive
D.M. Sinclair 863 31 894 320 1,214
M.M. Bray 702 – 702 265 967
4
Non-Executive
A.W. Powell 108 – 108 – 108
M.L. Archibald 43 – 43 – 43
Dr A.R. Williams 43 – 43 – 43
1,759 31 1,790 585 2,375
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 50. 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 £108k p.a. from 1 April 2023. The salary of both M.L. Archibald and
DrA.R.Williams was increased to £43k p.a. from 1 April 2023.
2
Benefits in
Total Fixed
1
3
Salary
kind
Remuneration
Bonus
Total
2023
£000
£000
£000
£000
£000
Executive
D.M. Sinclair 830 26 856 265 1,121
M.M. Bray 675 – 675 220 895
Non-Executive
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 50. The Company does not operate a LTI
scheme, and thus the bonus figures are the Total Variable Remuneration.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
UNAUDITED INFORMATION
CEO SINGLE FIGURE
CEO single figure of
Bonus as % of
total remuneration
maximum bonus*
£000
2024 D.M. Sinclair 37.08% 1,214
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
* 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.
CFO SINGLE FIGURE
CFO single figure of
Bonus as % of
total remuneration
maximum bonus*
£000
2024 M.M. Bray 37.75% 967
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
* 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Remuneration Report (Continued)
PERCENTAGE CHANGE IN REMUNERATION OF DIRECTORS AND EMPLOYEES
The percentage change in remuneration between 2021 and 2024 for the Directors and for all employees, excluding the
Directors, in the Group was:
2023-24 2022-23 2021-22 2020-21
Base
Taxable
Annual
Base
Taxable
Annual
Base
Taxable
Annual
Base
Taxable
Annual
Salary
Benefits
Bonus
Salary
Benefits
Bonus**
Salary
Benefits
Bonus
Salary
Benefits
Bonus
Executive Directors**
D.M. Sinclair 3.98% 19.23% 20.75% 3.75% -3.70% -1.85% 3.14% 8.00% -3.62% 3.24% 0.00% 11.19%
M.M. Bray 4.00% N/A 20.45% 3.85% N/A -2.22% 3.45% N/A -4.35% 3.33% N/A 12.01%
Non-Executive Directors
A.W. Powell 2.86% N/A N/A 2.94% N/A N/A 3.03% N/A N/A 0.00% N/A N/A
M.L. Archibald 4.88% N/A N/A 2.50% N/A N/A 2.56% N/A N/A 0.00% N/A N/A
Dr A.R. Williams 4.88% N/A N/A 2.50% N/A N/A 2.56% N/A N/A 0.00% N/A N/A
Employee population 9.88% 0% 12.72% 9.78% -1.36* 14.00% 9.58% -16.75%* -1.97% 4.02% -1.98% 32.75%
* The 2023/4 staff taxable benefits were unchanged compared to 2022/23. In prior years staff taxable benefits reduced (2022/23: -1.36%; 2021/22: -16.75%;
2020/21: -1.97%). As in recent years 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 16.9% in 2023/24 (2022/23: –6.7%: 2021/22 –20.0%; 2020/21; -2.1%). Other
staff benefits increased by 42.5% (2022/3 increase of 14.6%; 2021/22 reduced by 8% and 2020/21 increased by 0.6%).
** The percentage change in annual bonus for the Executive Directors shown for 2023/24 and 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, and the current year’s changes are computed as a simple ratio.
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
300
250
200
150
100
50
0
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
29/03/2024
Mountview Estates – Total Return Index
FTSE 350 SS Real Estate £ – Total Return Index FTSE All Share Index – Total Return Index
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Mountview Estates P.L.C. Annual Report and Accounts 2024
RELATIVE IMPORTANCE OF SPEND ON PAY
The difference in actual expenditure between 2023/24 and 2022/23 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)
DIVIDEND (£M)*
TOTAL EMPLOYEE PAY
1.95
8.77
0.41M
28.42
29.24
5.38
26.47
4.97
20.47
2024
2023
2024
2023
2024
2023
* The £29.24million dividend in relation to 2023 includes £9.75million as a special dividend paid on 27 March 2023.
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 2024 the basic salary of the CEO will be increased to £890k p.a. and the CFO to £725k p.a.
Non-Executive Directors:
The Board considered the fees payable to the Non-Executive Directors and approved increases of £2K for each NED
thus £108k to £110k for the Chairman, an increase of 1.85%, and from £43k to £45k for other Non-Executive Directors
representing a 4.65% 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 9 August 2023 and 10 August 2022, the Directors’ Remuneration Report and the
Directors’ Remuneration Policy received the following votes based on proxy forms from shareholders.
Number of
Voting
Number of
Voting
Total votes
Votes
Resolution
shares
for %
shares
against %
cast
withheld
Annual report on Remuneration (2023 AGM) 2,309,748 70.57% 963,394 29.43% 3,273,142 464
Remuneration Policy (2022 AGM) 2,027,587 67.02 997,671 32.98 3,025,258 0
As reported in a regulatory announcement on 9 February 2024: Following the 2023 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, other shareholders raised matters which are under consideration by
the Board. The Board is grateful to those shareholders who took part in the engagement process and value the feedback
provided. The Company remains committed to shareholder engagement and we will continue to offer to have discussions
with shareholders and will take into account their concerns and considerations in the future.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Remuneration Report (Continued)
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
31 March
2024
2023
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 400 400
Dr A.R. Williams 61,206 61,008
* As noted on page 52 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 2024 and the date of this report.
Ms. M.L. Archibald
Chairman of the Remuneration Committee
On behalf of the Board
9 July 2024
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Consolidated Statement
of Comprehensive Income
for the year ended 31 March 2024
| Year ended | Year ended | ||
| 31 March | 31 March | ||
| 2024 | 2023 | ||
| Notes | £000 | £000 | |
Revenue | 4 | ||
Cost of sales | 4 | ( | ( |
Gross profit | |||
Administrative expenses | ( | ( | |
Operating profit before changes in fair value of investment properties | |||
Increase/(Decrease) in fair value of investment properties | 13 | ( | |
Profit from operations | |||
Net finance costs | 8 | ( | ( |
Profit before taxation | |||
Taxation – current | 9 | ( | ( |
Taxation – deferred | 19 | ( | ( |
Taxation total | 9 | ( | ( |
Profit attributable to equity shareholders and total comprehensive income | |||
Basic and diluted earnings per share (pence) | 11 |
All the activities of the Group are classed as continuing.
Basic and diluted earnings per share (pence) is from continuing and total operations.
The Notes on pages 67 to 83 are an integral part of these consolidated financial statements.
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FINANCIAL STATEMENTS
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Consolidated Statement
of Financial Position
for the year ended 31 March 2024
| As at | As at | ||
| 31 March | 31 March | ||
| 2024 | 2023 | ||
| Notes | £000 | £000 | |
| Assets | |||
| Non-current assets | |||
Property, plant and equipment | 12 | ||
Investment properties | 13 | ||
Total non-current assets | |||
| Current assets | |||
Inventories of trading properties | 15 | ||
Trade and other receivables | 16 | ||
Cash at bank | 18 | ||
Total current assets | |||
Total assets | |||
| Equity and liabilities | |||
| Capital and reserves attributable to equity holders of the Company | |||
Share capital | 21 | ||
Capital reserve | 22 | ||
Capital redemption reserve | 22 | ||
Other reserves | 22 | ||
Retained earnings | 23 | ||
Total equity | |||
| Non-current liabilities | |||
Long-term borrowings | 18 | ||
Deferred tax | 19 | ||
Total non-current liabilities | |||
| Current liabilities | |||
Bank overdrafts and short-term loans | 18 | ||
Trade and other payables | 17 | ||
Current tax payable | |||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
Company no: 00328020
The Notes on pages 67 to 83 are an integral part of these consolidated financial statements.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Consolidated Statement
of Changes in Equity
for the year ended 31 March 2024
| Capital | |||||||
| Share | Capital | redemption | Other | Retained | |||
| Changes in equity for year ended | capital | reserve | reserve | reserves | earnings | Total | |
31 March 2023 | Notes | £000 | £000 | £000 | £000 | £000 | £000 |
Balance as at 1 April 2022 | |||||||
Profit for the year | |||||||
Dividends | 10 | ( | ( | ||||
Balance at 31 March 2023 | 23 | ||||||
| Changes in equity for year ended | |||||||
| 31 March 2024 | |||||||
Balance as at 1 April 2023 | |||||||
Profit for the year | |||||||
Dividends | 10 | ( | ( | ||||
Balance at 31 March 2024 | 23 |
The Notes on pages 67 to 83 are an integral part of these consolidated financial statements
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Consolidated Cash Flow
Statement
for the year ended 31 March 2024
| Year ended | Year ended | ||
| 31 March | 31 March | ||
| 2024 | 2023 | ||
| Notes | £000 | £000 | |
| Cash flows from operating activities | |||
Profit from operations | |||
| Adjustment for: | |||
Depreciation | 12 | ||
(Increase)/Decrease in fair value of investment properties | 13 | ( | |
Operating cash flows before movement in working capital | |||
Increase in inventories | ( | ( | |
Decrease/(Increase) in receivables | 16 | ( | |
Increase in payables | 17 | ||
Cash generated from operations | ( | ||
Interest paid | 8 | ( | ( |
Income tax | ( | ( | |
Net cash inflow/(outflow) from operating activities | ( | ||
| Cash flows from financing activities | |||
Increase in borrowings | 18 | ||
Equity dividend paid | 23 | ( | ( |
Net cash (outflow)/inflow from financing activities | ( | ||
Net Increase in cash and cash equivalents | |||
Opening cash and cash equivalents | |||
Cash and cash equivalents at end of year | 18 |
The Notes on pages 67 to 83 are an integral part of these consolidated financial statements.
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FINANCIAL STATEMENTS
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2024
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2024
2. ACCOUNTING POLICIES CONTINUED
(L) PENSION COSTS
(P) LEASING
(Q) ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS
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FINANCIAL STATEMENTS
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Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2024
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Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2024
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Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2024
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Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2024
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Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2024
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Notes to the Consolidated
Financial Statements
(Continued)
for the year ended 31 March 2024
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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FINANCIAL STATEMENTS
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Independent Auditor’s Report
to the members of Mountview Estates P.L.C. year ended 31 March 2024
OPINION
We have audited the consolidated financial statements of Mountview Estates P.L.C. (the ‘Group’) for the year ended 31
March 2024 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 notes to
the consolidated financial statements, including 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 consolidated financial statements:
• give a true and fair view of the state of the group’s affairs as at 31 March 2024 and of the Group’s 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
consolidated 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 consolidated 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.
OUR APPROACH TO THE AUDIT
Our approach to the audit
Our Group audit was scoped by obtaining an understanding of the Group, and its environment, including the Group’s
system of internal controls, and assessing the risks of material misstatement in the consolidated statements.
The Group reports its operating results and financial position along two business lines, rental income from tenancies of
occupied properties and investment properties, and income from the sale of stock properties. The Group comprises the
Parent Company and Hurstway Investment Company Limited, Louise Goodwin Limited and A.L.G. Properties Limited. 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. We also reviewed the IT and General controls in
relation to the Group’s property management system with the assistance of our internal IT experts. Our audit evidence
was largely obtained through substantive procedures and 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 to enable us to
form our opinion on the Group consolidated financial statements.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated 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 consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key Audit Matters How our scope addressed this matter
Revenue Recognition – refer to note
Revenue was audited in each entity to specific materiality levels, which were lower than Group
2 (E) on page 68 for the Group’s
performance materiality.
accounting policy in respect to
Our audit procedures included:
revenue recognition.
• Evaluating the Group’s accounting policy in respect of revenue recognition to ensure that
Revenue is a significant item on
revenue was recognised in accordance with the requirements of IFRS 15.
the Consolidated Statement of
• Understanding the design and implementation of relevant controls and testing certain key
Comprehensive Income, impacting
controls in relation to revenue.
key performance indicators of the
Group. Auditing standard ISA (UK)
• Verifying the occurrence of Property Inventory (Trading Stock) revenue transactions by tracing a
240 requires auditors to presume
sample through to supporting evidence including completion and bank statements.
that there is a risk of fraud in revenue
• Reconciling Property Inventory (Trading Stock) movements and performing appropriate cut off
recognition. We therefore identified
procedures to ensure that sales were complete and recorded in the correct accounting period.
revenue recognition as a significant
• Performing the review of material credit notes, invoices, and receipts post year end.
risk. The revenue for the year ended
31 March 2024 is £79,472,000 (2023:
• Performing completeness testing by selecting physical property files in the office and tracing a
£73,593,000).
sample back to the property listing.
• Reviewing the adequacy of the disclosures in the financial statements in accordance with the
requirements of IFRS 15
Conclusion:
Based on our audit procedures performed we confirm that revenue is not materially misstated in
the financial statements and is recognised in accordance with the Group’s accounting policy and
the requirements of IFRS 15.
Property Inventory (Trading Stock
Property Inventory (Trading Stock) was audited in each entity to specific materiality levels, which
Valuation and Accuracy) – refer to
were lower than Group performance materiality.
note 2 (K) on page 69 for the Group’s
Our audit procedures included:
accounting policy in respect of the
• Evaluating the Group’s accounting policy in respect of valuation of trading stock to ensure that
value of Property Inventory (Trading
it is compliant with IAS 2.
Stock).
• Understanding the design and implementation of key controls in relation to trading stock.
Property Inventory (Trading Stock) is
required to be measured at the lower
• Reviewing property purchases during the year to confirm they were made in accordance with
of cost or Net Realisable Value (NRV)
the Group’s operating model by assessing that the properties were purchased at a discount to
in accordance with the requirements
market value with vacant possession.
of IAS 2. Management is required to
• Critically assessing movements in the UK House Price Index for property inventory locations to
estimate the NRV of Trading Stock
identify any indicator of potential impairment by selecting an appropriate sample of individual
to ensure it is valued at the correct
properties for testing.
cost, these estimations are subjective
• Estimating market value, for the selected sample, with vacant possession based on publicly
and uncertain in nature. The property
available price information and discussing valuations with Group management. In addition, we
inventory valuation for the year ended
compared the result with the property cost as recorded in the Group’s accounting records.
31 March 2024 is £446,398,000 (2023:
£422,742,000).
• Reviewing unsold property stock at the year end and challenging management if there were
any indicators of impairment.
• Reviewing post year-end sales to compare cost and NRV.
• Checking Property Inventory (Trading Stock) valuation held by reference to any post balance
sheet sales less selling costs, and other applicable costs to complete.
Conclusion:
Based on our audit procedures performed, we confirm that the carrying value of Property
Inventory (Trading Stock) is not materially misstated in the consolidated financial statements and
is recognised in accordance with the Group’s accounting policy and the requirements of IAS 2.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2024
Key Audit Matters How our scope addressed this matter
Valuation of investment properties –
Investment property valuation was audited in each entity to specific materiality levels, which were
note 2 (J) on page 69 for the Group’s
lower than Group performance materiality. The investment properties are valued annually by a
accounting policy in respect of the
suitably independent and qualified valuer as disclosed in note 13 to the consolidated statements.
value of investment properties.
Our audit procedures included:
Investment property is held at
• Obtaining the valuation report prepared by the management’s external expert and discussing
valuation and there is a risk of
the basis of the valuation with them. We confirmed that the basis of the valuations was in
material misstatement of the value,
accordance with the requirements of the relevant accounting standards.
due to estimation uncertainty and
subjectivity in the valuation. The
• Critically assessing the valuation including considering the appropriateness of the
investment properties valuation for
methodology and assumptions used, corroborating inputs and checking the arithmetical
the year ended 31 March 2024 is
integrity of the external valuation report.
£25,568,000 (2023: £25,415,000).
• Assessing and confirming the external valuer’s qualifications, independence, and competency.
• Reviewing the adequacy of the disclosure in line with the requirements of IAS 40.
Conclusion:
Based on our audit procedures performed, we confirm that the carrying value of investment
property value in the financial statements as at the 31 March 2024 is not materially misstated and
has been accounted for in accordance with the Group’s accounting policy and the requirements
of IAS 40.
OUR APPLICATION OF MATERIALITY
We determined overall materiality for the Group to be £4.8 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 and the metrics on which the users of the financial statements are likely to focus.
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 consolidated financial statements as a
whole. We determined performance materiality to be £2.4m, which was set at 50% of overall materiality. Performance
materiality was determined on the basis that this is the first-year audit of the Group and that it is a public interest entity.
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.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the consolidated financial statements, we have concluded that the directors’ use of the going concern basis
of accounting in the preparation of the consolidated financial statements is appropriate. Our evaluation of the directors’
assessment of the Group’s ability to continue to adopt the going concern basis of accounting included the following
procedures:
• We assessed the Group's ability to meet its liabilities as they fall due, considered both internal factors and external
factors and paid particular attention to any events or conditions identified in the viability statement provided, as these
may significantly impact the Group’s ability to continue as a going concern.
• We evaluated the assumptions and scenarios outlined in the viability statement and assessed their alignment with
the Group's financial position and prospects. We performed sensitivity analysis on the key assumptions and scenarios
outlined in the viability statement to assess their impact on the Group's ability to meet its liabilities as they fall due.
• We assessed the Group’s interest risk on third party financing and covenants compliance.
• We assessed the rationale behind the directors' selection of the viability period and challenged its adequacy based on
the Group's specific circumstances, industry dynamics, and market conditions.
• We ensured that the rationale for selecting the viability period is adequately disclosed within the Group's consolidated
statements and annual report, including the viability statement and accompanying notes
• We examined the disclosures in the consolidated financial statements relating to the going concern basis of preparation
and explanation of the directors’ assessment in light of the evidence obtained.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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 consolidated financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
OTHER INFORMATION
The other information comprises the information included in the consolidated Annual Report other than the consolidated
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 consolidated 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.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the consolidated 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 there is a material
misstatement in the consolidated 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 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 consolidated
financial statements are prepared is consistent with the consolidated 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 where the Companies Act 2006 requires us to report to you if,
in our opinion:
• adequate accounting records have not been kept by the Group, or returns adequate for our audit have not been
received from branches not visited by us; or
• the consolidated 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.
CORPORATE GOVERNANCE STATEMENT
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the entity’s compliance with the provisions of the UK Corporate Governance Code.
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 consolidated financial statements and our knowledge
obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 33;
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2024
• Directors’ explanation at their 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 set out on page 13;
• Directors’ statement on fair, balanced and understandable consolidated financial statements 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;
• Section of the annual report that describes the review of effectiveness of risk management and internal control systems
set out on page 40; and
• Section describing the work of the audit committee set out on pages 44 and 45.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Statement of Directors’ Responsibilities set out on page 35, the directors are responsible for
the preparation of the consolidated 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 consolidated financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated 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 CONSOLIDATED FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance about whether the consolidated 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 aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities is available on the FRC’s website at https://wwww.frc.org.uk/auditors/auditor-
assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor's-responsibilities-for This description
forms part of our auditor’s report.
EXPLANATION AS TO WHAT EXTENT THE AUDIT WAS CONSIDERED CAPABLE OF
DETECTING IRREGULARITIES, INCLUDING FRAUD.
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the
consolidated financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks
of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks;
and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary
responsibility for the prevention and detection of fraud rests with both management and those charged with governance of
the Group.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to the Group and considered that
the most significant are the Companies Act 2006, UK Adopted International Accounting Standards, the Listing Rules, the
Disclosure and Transparency Rules, and UK taxation legislation.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
• We obtained an understanding of how the Group complies with these requirements by discussions with management
and those charged with governance.
• We assessed the risk of material misstatement of the consolidated financial statements, including the risk of material
misstatement due to fraud and how it might occur, by holding discussions with management and those charged with
governance.
• We also performed appropriate testing 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 (Trading Stock) and
investment property, was covered by our testing on each of these areas as described above under key audit matters.
• 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 inquired of management and those charged with governance as to any known instances of non-compliance or
suspected non-compliance with laws and regulations.
• We contacted the Group’s legal advisers and reviewed legal expenses.
• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-
compliance with laws and regulations. This included making enquiries of management and those charged with
governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances
of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the
consolidated financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion.
OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS
We were appointed by the audit committee on 15 January 2024 to audit the consolidated financial statements for the year
ending 31 March 2024. Our total uninterrupted period of engagement is one year for the year ended 31 March 2024.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and we remain
independent of the Group in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
We have reported separately on the Parent Company financial statements for the year ended 31 March 2024. The opinion in
that report is unmodified.
USE OF OUR REPORT
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 for no purpose other than to draw to the attention of the company’s
members those matters which we are required to include in an auditor’s report addressed to them. To the fullest extent
permitted by law, we do not accept or assume responsibility to any party other than the company and company’s members
as a body, for our work, for this report, or for the opinions we have formed.
Mital Shah (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP, Statutory Auditor
6th Floor, 9 Appold Street, London, EC1A 2AP
9 July 2024
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Company Balance Sheet
under UK GAAP FRS 102
for the year ended 31 March 2024
31 March
31 March
2024
2023
Notes
£000
£000
Fixed assets
Tangible assets 4 1,440 1,493
Investments 5 18,276 18,276
19,716 19,769
Current assets
Stocks 6 418,651 394,481
Debtors 7 1,395 6,485
Cash at bank and in hand 689 699
420,735 401,665
Creditors: amounts falling due within one year 8 (30,181) (27,225)
Net current assets 390,554 374,440
Total assets less current liabilities 410,270 394,209
Creditors: amounts falling due after more than one year 9 (66,500) (56,700)
343,770 337,509
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 12 343,456 337,195
343,770 337,509
The Company’s profit for the year was £25.8m (2023: £23.7m).
The company has taken advantage of the exemption in section 408 of the Companies Act from disclosing its individual
profit and loss account.
Approved by the Board on 9 July 2024.
D.M. Sinclair M.M. Bray
Chief Executive Director
Company no: 00328020
The Notes on pages 92 to 97 are an integral part of the Parent Company financial statements.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Company Statement of Changes
in Equity under UK GAAP FRS 102
for the year ended 31 March 2024
Capital
Share
Capital
redemption
Other
Retained
Changes in equity for year ended
capital
reserve
reserve
reserves
earnings
Total
31 March 2023
£000
£000
£000
£000
£000
£000
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
Changes in equity for year ended
31 March 2024
Balance as at 1 April 2023 195 25 55 39 337,195 337,509
Profit for the year 25,756 25,756
Dividends (19,495) (19,495)
Balance at 31 March 2024 195 25 55 39 343,456 343,770
The Notes on pages 92 to 97 are an integral part of the Parent Company financial statements.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Notes to the Financial Statements
under UK GAAP FRS 102
for the year ended 31 March 2024
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 P.L.C.
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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 (2023: £60 million) revolving loan facility with Barclays Bank. The termination date of this
facility is March 2027.
The Company has a £20 million (2023: £20 million) revolving loan facility with HSBC Bank with a termination date of
March2028.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Notes to the Financial Statements
under UK GAAP FRS 102
(Continued)
for the year ended 31 March 2024
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.
SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised
as a deduction from equity, net of tax effects.
3. STAFF COSTS (INCLUDING DIRECTORS)
2024
2023
£000
£000
Wages and salaries 4,713 4,336
Social security costs 604 569
Pension costs 68 62
5,385 4,967
Directors’ Remuneration
2024
2023
£000
£000
Total Directors’ remuneration including salary and bonuses and benefits in kind amounted to: 2,375 2,203
The details of Directors’ remuneration are shown in the audited section of the Remuneration Report on page 58.
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:
2024 2023
Office and management 30 29
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Mountview Estates P.L.C. Annual Report and Accounts 2024
4. TANGIBLE ASSETS
Freehold
property
Total
£000
£000
Cost
At 1 April 2023 2,671 2,671
At 31 March 2024 2671 2,671
Depreciation
At 1 April 2023 1,178 1,178
Charge for the year 53 53
At 31 March 2024 1,231 1,231
Net book value
At 31 March 2023 1,493 1,493
At 31 March 2024 1,440 1,440
All tangible assets of the Company are located within England and Wales.
5. INVESTMENTS
Shares in Group
undertakings
£000
Cost
At 1 April 2023 and 31 March 2024 18,276
Impairment
At 1 April 2023 and 31 March 2024 –
Carrying amount
At 31 March 2024 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
England, UK
Property Trading
Registered Office: Mountview House,
No: 344034
151 High Street, Southgate, London, N14 6EW
Louise Goodwin Limited
England, UK
Property Investment
Registered Office: Mountview House,
No: 691455
151 High Street, Southgate, London, N14 6EW
A.L.G. Properties Limited
England, UK
Property Investment
Registered Office: Mountview House,
No: 508842
151 High Street, Southgate, London, N14 6EW
6. STOCKS
2024
2023
£000
£000
Residential properties 418,651 394,481
7. DEBTORS: DUE WITHIN ONE YEAR
2024
2023
£000
£000
Trade debtors 91 5,296
Prepayments and accrued income 1,304 1,189
1,395 6,485
Included in trade debtors at 31 March 2023 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Notes to the Financial Statements
under UK GAAP FRS 102
(Continued)
for the year ended 31 March 2024
8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024
2023
£000
£000
Bank overdraft – 60
Amounts owed to Group undertakings 26,882 23,761
Accruals and deferred income 1,677 1,427
Corporation Tax 1,060 1,478
Other taxes and social security costs 330 290
Other creditors 232 209
30,181 27,225
9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024
2023
£000
£000
Bank loans 66,500 56,700
66,500 56,700
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 (2023: £10 million) with Barclays Bank. This is due for
review in November 2024 and the rate of interest payable is:
• 1.6% over base rate on overdraft.
Headroom of this facility at 31 March 2024 amounted to £10 million (2023: £9.94 million).
2. The Company has a £60 million (2023: £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 2024 amounted to £12.5 million (2023: £20 million).
3. The Company has a £20 million (2023: £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 2024 headroom under this facility amounted
to £1.0 million (2023: £3.3 million).
10. CALLED UP SHARE CAPITAL
2024
2023
£000
£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
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Mountview Estates P.L.C. Annual Report and Accounts 2024
11. OTHER RESERVES
2024
2023
£000
£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 2024 stood at £39,000
(2023: £39,000).
12. RETAINED EARNINGS
2024
2023
£000
£000
Balance at 1 April 337,195 342,733
Net profit for the year 25,756 23,705
Dividends paid (19,495) (29,243)
Balance at 31 March 343,456 337,195
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 £19,867 (2023: £28,612) were charged
for these services.
(b) Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on
consolidation and have not been disclosed in this note.
(c) The only key management are the Directors.
(d) As at 31 March 2024 the Company owed Mr D.M. Sinclair £1,529 (2023: £8,616) in relation to an informal loan.
14. LEASE COMMITMENTS
At 31 March 2024 the Company had aggregate annual commitments under non-cancellable operating leases as follows.
2024
2023
£000
£000
Operating lease payments due:
Not later than one year 54 31
Later than one year and not later than five years 74 8
128 39
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Independent Auditor’s Report
to the members of Mountview Estates P.L.C. year ended 31 March 2024
OPINION
We have audited the Parent Company financial statements of Mountview Estates P.L.C. for the year ended 31 March
2024 which comprise the Company Balance Sheet, Company Statement of Changes in Equity and notes to the financial
statements, including 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 financial statements:
• give a true and fair view of the state of the Parent Company’s affairs as of 31 March 2024.
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
• 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 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
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.
OUR APPROACH TO THE AUDIT
Our audit was scoped by obtaining an understanding of the Parent Company, and its environment, including its system of
internal controls, and assessing the risks of material misstatement in the financial statements
We performed a full scope audit of the Parent Company. There were no significant changes in our audit approach. We also
reviewed the IT and General controls in relation to the Parent company property management system with the assistance
of our internal IT experts. Our audit evidence was largely obtained through substantive procedures and 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 to enable us to form our opinion on the financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Key Audit Matters How our scope addressed this matter
Revenue Recognition – refer to
Revenue was audited to entity specific materiality levels.
note 2 on page 92 for the Parent
Our audit procedures included:
company’s accounting policy in
• Evaluating the Parent Company’s accounting policy in respect of revenue recognition to ensure
respect to revenue recognition.
that revenue was recognised in accordance with the requirements of FRS 102.
Revenue is a significant item on the
• Understanding the design and implementation of relevant controls and testing certain key
income statement, impacting key
controls in relation to revenue.
performance indicators of the Parent
• Verifying the occurrence of Property Inventory (Trading Stock) revenue transactions by tracing a
company. Auditing standard ISA (UK)
sample through to supporting evidence including completion and bank statements.
240 requires auditors to presume
• Reconciling Property Inventory (Trading Stock) movements and performing appropriate cut off
that there is a risk of fraud in revenue
procedures to ensure that sales were complete and recorded in the correct accounting period.
recognition. We therefore identified
• Performing the review of material credit notes, invoices, and receipts post year end.
revenue recognition as a significant
• Performing completeness testing by selecting physical property files in the office and tracing a
risk.
sample back to the property listing.
• Reviewing the adequacy of the disclosures in the financial statements in accordance with the
requirements of FRS 102.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Key Audit Matters How our scope addressed this matter
Conclusion:
Based on our audit procedures performed we confirm that revenue is not materially misstated in
the financial statements and is recognised in accordance with the Parent company’s accounting
policy and the requirements of FRS 102.
Property Inventory (Trading Stock
Property Inventory (Trading Stock) was to entity specific materiality levels.
Valuation and Accuracy) – refer to
Our audit procedures included:
note 2 on page 93 for the Parent
• Evaluating the Parent Company’s accounting policy in respect of valuation of trading stock to
Company’s accounting policy in
ensure that it is compliant with FRS 102 section 13.
respect of the value of Property
• Understanding the design and implementation of key controls in relation to trading stock.
Inventory (Trading Stock).
• Reviewing property purchases during the year to confirm they were made in accordance with
Property Inventory (Trading Stock) is
the Parent Company’s operating model by assessing that the properties were purchased at a
required to be measured at the lower
discount to market value with vacant possession.
of cost or Net Realisable Value (NRV)
• Critically assessing movements in the UK House Price Index for property inventory locations to
in accordance with the requirements
identify any indicator of potential impairment by selecting an appropriate sample of individual
of FRS 102 section 13. Management
properties for testing.
is required to estimate the NRV of
• Estimating market value, for the selected sample, with vacant possession based on publicly
Trading Stock to ensure it is valued
available price information and discussing valuations with management. In addition, we
at the correct cost, these estimations
compared the result with the property cost as recorded in the Parent company’s accounting
are subjective and uncertain in nature.
records.
The Property Inventory valuation for
• Reviewing unsold property stock at the year end and challenging management if there were
the year ended 31 March 2024 is
any indicators of impairment.
£418,651,000 (2023: £394,481,000).
• Reviewing post year-end sales to compare cost and NRV.
• Checking Property Inventory (Trading Stock) valuation held by reference to any post balance
sheet sales less selling costs, and other applicable costs to complete.
Conclusion:
Based on our audit procedures performed, we confirm that the carrying value of Property
Inventory (Trading Stock) is not materially misstated in the financial statements and is recognised
in accordance with the Parent Company’s accounting policy and the requirements of FRS 102
section 13.
OUR APPLICATION OF MATERIALITY
We determined overall materiality for the Parent Company to be £4.4 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 and the metrics on which the users of the financial statements are likely to focus.
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 £2.2m, which was set at 50% of overall materiality. Performance materiality was
determined on the basis that this is the first-year audit of the Parent Company and that it is a public interest entity.
In addition, we applied a lower materiality of £1.7m to specific income statement items, being net trading profits on the
sale of properties, rental income, rental expenses, administrative expenses and finance charges, and £200k 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 Parent
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2024
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 directors’ assessment of the entity’s ability
to continue to adopt the going concern basis of accounting included the following procedures:
• We assessed the Parent Company's ability to meet its liabilities as they fall due, considered both internal factors and
external factors and paid particular attention to any events or conditions identified in the viability statement provided, as
these may significantly impact the Parent Company’s ability to continue as a going concern.
• We evaluated the assumptions and scenarios outlined in the viability statement and assessed their alignment with the
Parent Company's financial position and prospects. We performed sensitivity analysis on the key assumptions and
scenarios outlined in the viability statement to assess their impact on the Parent Company's ability to meet its liabilities
as they fall due.
• We assessed the Parent Company’s interest risk on third party financing and covenants compliance.
• We assessed the rationale behind the directors' selection of the viability period and challenged its adequacy based on
the Parent Company's specific circumstances, industry dynamics, and market conditions.
• We ensured that the rationale for selecting the viability period is adequately disclosed within the Parent Company's
financial statements, including the viability statement and accompanying notes.
• We examined the disclosures in the financial statements relating to the going concern basis of preparation and
explanation of the directors’ assessment in light of the evidence obtained.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
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 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 there is a material misstatement in the financial statements. 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 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION.
In the light of the knowledge and understanding of 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 where the Companies Act 2006 requires us to report to you if,
in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not
been received from branches not visited by us; or
• the Parent Company financial statements 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 set out on page 35, the directors are responsible for
the preparation of the 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 financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the 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 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 aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities is available on the FRC’s website at https://wwww.frc.org.uk/auditors/auditor-
assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor's-responsibilities-for
This description forms part of our auditor’s report.
EXPLANATION AS TO WHAT EXTENT THE AUDIT WAS CONSIDERED CAPABLE OF
DETECTING IRREGULARITIES, INCLUDING FRAUD.
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the
financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material
misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and
to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary
responsibility for the prevention and detection of fraud rests with both management and those charged with governance of
the Parent Company.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Independent Auditor’s Report (Continued)
to the members of Mountview Estates P.L.C. year ended 31 March 2024
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to the Parent Company and
considered that the most significant are the Companies Act 2006, UK Adopted International Financial Reporting
Standards, the Listing Rules, the Disclosure and Transparency Rules, and UK taxation legislation.
• We obtained an understanding of how the Parent Company complies with these requirements by discussions with
management and those charged with governance.
• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement
due to fraud and how it might occur, by holding discussions with management and those charged with governance.
• We also performed appropriate testing 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 (Trading Stock), was
covered by our testing on each of these areas as described above under key audit matters.
• 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 inquired of management and those charged with governance as to any known instances of non-compliance or
suspected non-compliance with laws and regulations.
• We contacted the Parent Company’s legal advisers and reviewed legal expenses.
• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-
compliance with laws and regulations. This included making enquiries of management and those charged with
governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS.
We were appointed by the audit committee on 15 January 2024 to audit the financial statements for the year ending 31
March 2024. Our total uninterrupted period of engagement is one year for the year ended 31 March 2024.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Parent Company and we remain
independent of the Parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
We have reported separately on the consolidated financial statements of Mountview Estates P.L.C. for the year ended 31
March 2024. That report includes details of the Group key audit matters. The opinion in that report is unmodified.
USE OF OUR REPORT
This report is made solely to the Parent 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 for no purpose other than to draw to the attention of the Parent
Company’s members those matters which we are required to include in an auditor’s report addressed to them. To the fullest
extent permitted by law, we do not accept or assume responsibility to any party other than the Parent Company and Parent
Company’s members as a body, for our work, for this report, or for the opinions we have formed.
Mital Shah (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP, Statutory Auditor
6th Floor, 9 Appold Street, London, EC1A 2AP
9 July 2024
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Table of Comparative Figures (unaudited)
for the year ended 31 March 2024
As at
31 March
2024
IFRS
IFRS
IFRS
IFRS
IFRS
IFRS
IFRS
2018
2019
2020
2021
2022
2023
2024
£000
£000
£000
£000
£000
£000
£000
Revenue 70,272 65,428 64,873 65,730 66,010 73,593 79,472
Profit before taxation 36,905 34,567 34,941 38,134 34,868 32,764 37,886
Taxation 7,024 6,559 6,645 7,241 7,986 6,299 9,467
Profit after taxation 29,881 28,008 28,296 30,893 26,882 26,465 28,419
Earnings per share 766.4p 718.3p 725.7p 792.3p 689.5p 678.8p 728.9p
Rate of dividend 400p 400p 400p 425p 750p 750p 525p
Cover 1.92 1.75 1.81 1.86 0.92 0.91 1.39
Cost of dividend 15,596 15,596 15,596 16,571 29,242 29,242 20,470*
Total remuneration (including Directors) 3,743 3,928 4,093 4,433 4,556 4,967 5,385
Executive Directors’ remuneration 1,669 1,667 1,756 1,875 1,877 2,016 2,181
Total remuneration (including Directors)
as a percentage of dividend 24.00% 25.19% 26.24% 26.76% 15.58% 16.99% 26.31%
Cost of Executive Directors’ remuneration
as a percentage of total remuneration 44.59% 42.44% 42.90% 42.30% 41.20% 40.59% 40.50%
Cost of Executive Directors’ remuneration
as a percentage of dividend 10.70% 10.69% 11.26% 11.32% 6.42% 6.89% 10.65%
Executive Directors’ remuneration
as a percentage of profit before taxation 4.52% 4.82% 5.03% 4.92% 5.39% 6.15% 5.76%
* The £20.47 million dividend in relation to 2024 is made up of the interim dividend of £9.75 million and the final dividend of £10.72 million, which will be
paid on 19 August 2024, subject to approval at the AGM on 14 August 2024.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Notice of Meeting
ATTENDANCE AT THE MEETING
We look forward to welcoming shareholders to our 2024 Annual General Meeting (2024 AGM), which will be held at
the offices of Norton Rose Fulbright LLP (see the Notice of Annual General Meeting for details). Any changes to the
arrangements for the 2024 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 2024 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 2024 AGM.
Shareholders are encouraged to vote in advance by appointing a proxy, regardless of whether or not they intend to attend
the 2024 AGM in person, see details below for appointing a proxy.
APPOINTING A PROXY
Shareholders can vote ahead of the 2024 AGM by appointing a proxy to vote on the resolutions set out in the Notice of
Annual General Meeting (see page 105) and should do so as soon as possible, and in any event by 11.00 am on 12 August
2024. All shareholders are encouraged to appoint the chairman of the meeting as their proxy even if they intend to attend
in person at the 2024 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 2024 AGM. Shareholders can vote ahead of the 2024 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
2024AGM.
The Board considers that the resolutions set out in the notice of the 2024 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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 87th Annual General Meeting of the Members of Mountview Estates P.L.C. (incorporated in
LLP, 3 More London Riverside, London SE1 2AQ on 14 August 2024 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 2024.
2. To declare a final dividend of 275 pence per share payable on 19 August 2024 to shareholders on the register at
12July2024.
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 2024.
9. To elect Messrs Moore Kingston Smith 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
9 July 2024
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Notice of Meeting (Continued)
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, or you may photocopy
the form.
2. A Form of Proxy is enclosed with this Annual Report and Accounts and Notice of the 2024 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 12 August 2024 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 12 August 2024. 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 12 August 2024 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 12 August 2024 or not later than 48 hours before the
time of any adjourned meeting. Unless otherwise indicated on the Form of Proxy, CREST or any other electronic voting
instruction, the proxy will vote as they think fit, or at their discretion, withhold from voting.
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
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 12 August 2024 (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, 9 July 2024, 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
2 August 2024. Responses to relevant questions submitted by 2 August 2024 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
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Notice of Meeting (Continued)
later than 9 August 2024. Some, but not all, questions may receive individual responses. For questions received after
2 August 2024, the Directors will endeavour to provide answers as soon as practicable but responses may be provided
after 9 August 2024. 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, 9 July 2024, 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, 9 July 2024,
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.
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Mountview Estates P.L.C. Annual Report and Accounts 2024
Shareholder Information
FINANCIAL CALENDAR 2024
Final dividend record date 12 July
Annual Report posted to Shareholders 12 July
Annual General Meeting 14 August
Final dividend payment 19 August
Interim results 20 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
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 store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
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Mountview Estates P.L.C.
Annual Report and Accounts 2024
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
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