NAVIGATING

COMPLEXITY

2024 Annual Report

Clarkson PLC 2024 Annual Report

Clarksons’ experts continuously navigate the

complexities of global trade. Shifting geo-political landscapes.

The progression towardsdecarbonisation. Digital advancements.

Through our market-leading position and breadth of services,

we work in partnership with our clients to help them understand

emerging challenges and execute opportunities across

anextraordinary ecosystem of markets.

THIS IS OUR

EVERYDAY

Of global trade

carried on ships

1.5

Tonnes of seaborne trade

per capita in 2024

Shipping’s share of global

greenhousegas emissions

STRATEGIC REPORT

Embracing complexity 2

At a glance 10

Chair’s review 12

Chief Executive Officer’s review 14

Financial review 18

Key performance indicators 22

Our business model 24

Our strategy 26

Business review, including:

— Broking 28

— Financial 34

— Support 38

— Research 40

Our impact: 44

— Environment 46

— Social 48

— Governance 58

Our stakeholders 59

Risk management and principal risks 62

Disclosure statements:

— Non-financial and sustainability

information statement 71

— Section 172 statement 72

— Task Force on Climate-related

Financial Disclosures 74

— Environmental performance 78

— Viability statement 80

— Going concern 82

— Diversity 83

CORPORATE GOVERNANCE REPORT

Governance at a glance 84

Chair’s introduction 85

Code compliance 86

Board activity/attendance 87

Our Board 88

Corporate Governance Report 92

Nomination Committee Report 100

Audit and Risk Committee Report 108

Directors’ Remuneration Report 117

Directors’ Report 135

Directors’ Responsibilities Statement 139

Independent Auditors’ Report 140

Forward-looking statements

Certain statements in this Annual Report are forward-looking. Although the Group

believes that the expectations reflected in these forward-looking statements are

reasonable, it can give no assurance that these expectations will prove to have been

correct. Because these statements involve risks and uncertainties, actual results

may differ materially from those expressed or implied by these forward-looking

statements. The Group undertakes no obligation to update any forward-looking

statements whether as a result of new information, future events or otherwise.

Alternative performance measures (‘APMs’)

Clarksons uses APMs as key financial indicators to assess the underlying performance

of the Group. Management considers the APMs used by the Group to better reflect

business performance and provide useful information. Our APMs include underlying

profit before taxation and underlying earnings per share. See pages 215 and 216 for

further information on APMs.

FINANCIAL STATEMENTS

Consolidated income statement 149

Consolidated statement of comprehensive income 150

Consolidated balance sheet 151

Consolidated statement of changes in equity 152

Consolidated cash flow statement 153

Notes to the consolidated financial statements 154

Parent Company balance sheet 196

Parent Company statement of changes in equity 197

Notes to the Parent Company financial statements 198

OTHER INFORMATION

Alternative performance measures 215

Glossary 217

Five-year financial summary 220

Our impact

Our strategy

Our Board

Financial review

Embracing complexity

CLARKSON PLC — 2024 ANNUAL REPORT

CONTENTS

The Suez Canal is a

vital shipping corridor.

Disruption in the Red

Sea has led to major

changes in vessel

deployment patterns.

MANAGING

CHANGE

Disruption events are increasingly changing the course of

international trade, but the flow of resources and goods must

remain resilient. Fromadverse weather patterns to human

conflicts, regional politics to global pandemics, we help our

clients navigate and overcome complex challenges. We do this

every day, joiningupour local presence, deepexpertise and

understandingof global events.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

EMBRACING COMPLEXITY

MARKET TREND:

TRADE COMPLEXITY

Global trade volumes

carried on ships

-67

Decline in vessel tonnage (GT)

transiting the Suez Canal in 2024

Increase in global seaborne trade

average haul across 2023-24

1 Source: Clarksons Research

Growth

Shipping is truly at the heart

of global trade, crucial and

fundamental to the world’s

supply chains. With economic

development and population

trends comes volume growth,

andwith rising geo-political

tensions and extreme weather

events comes ever-increasing

complexity. Last year alone,

seaborne trade volumes grew

300mt to reach 12.6bn tonnes,

over 1.5 tonnes for every person

on the planet. But changes in

trading patterns meant cargo

distances increased by 6% to

6.2trillion tonne miles, the highest

growth rate for over 10 years.

Disruption

Shipping is at the front line of

global events and of underlying

global macro change. Red

Sea re-routing dramatically

moved our markets in 2024,

adding distance, disruption

and shipping demand in many

key segments. The impacts of

sanctions continued to alter oil

and gas trade flows, with Russian

oil heading further east and

European imports of both oil and

gas pivoting towards longer-haul

suppliers. Drought-induced

disruption at the Panama Canal

has normalised for the moment,

but the global economic cycle,

new trade tariffs and wider

geo-political developments

and tensions will again impact

in 2025. Shipping must manage

this disruption, retaining its

vital resilience to protect global

supplychains.

Trade

Clarksons is uniquely positioned

to help support and guide our

clients through these growing

complexities. We facilitate and

enable trade every second of

every day. Our scale, our global

presence, our cross-market

coverage, our deep expertise

and our data and intelligence-led

understanding of market

dynamics allow us to help

manage risk and opportunity for

our clients. We are the trusted

partner for our industry as

complexity builds in our markets.

CLARKSON PLC — 2024 ANNUAL REPORT

At the start of 2024,

the shipping industry

saw a milestone

development in the

extension of the EU

Emissions Trading

System (‘ETS’) to

maritime, placing

aprice on carbon

emissions for the

firsttime.

EMPOWERING

ACTION

Striving to reach net zero by 2050

is an ambitious yet essential goal. Thegreen transition

in shipping is moving towards alternative fuels and more efficient

technology, driving an unprecedented fleet renewal programme.

Complex emissions regulation must be understood, as must changes

in the financial landscape. And the energy transition is powering

opportunities in offshore wind. Every day, our clients face the huge

opportunities and challenges that drive their energy transition

strategy. We help empower them to act proactively

andwithconfidence.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

EMBRACING COMPLEXITY CONTINUED

MARKET TREND:

ENERGY TRANSITION

Green transition

The shipping industry

produces circa 2% of all global

emissions, and while a start on

decarbonisation has been made,

it is only the beginning of what

will be a transition over many

decades. Despite more varied

government support for emissions

regulation as geo-political

priorities have evolved, a complex

global and regional regulatory

framework is being built out and

impacting investment behaviour.

Fleet renewal, including of

alternative-fuelled vessels that

made up 50% of new orders

in 2024, alongside retrofitting

of Energy Saving Technologies

(‘ESTs’) and slow speeding are

strategies being deployed by

shipping companies and cargo

owners. This green transition is

central to Clarksons’ strategy and

we have invested to be able to

lead positive change, building out

our intelligence offering and also

our capacity to provide clients

with advisory and execution

including across key newbuilding

and fleet renewal investments.

Offshore transition

Offshore wind will play a vital role

in the energy transition, building

out from its 0.4% contribution

to global energy supply today.

A dedicated offshore wind

fleet is being developed for

this expansion, supporting the

development and maintenance

of offshore wind farms as this

sector becomes increasingly

international and moves further

from shore. Our investments

around data with Renewables

Intelligence Network, the growth

of our consultancy and offshore

renewables shipbroking teams,

our expertise in finance and our

leading port services team are all

helping empower the accelerated

development of offshore

renewables.

Energy transition

Nearly 40% of all seaborne

trade today involves energy

transportation, crucial to the

global supply chains that ensure

energy security. With the leading

chartering teams globally,

Clarksons enables this energy

trade every day, supporting the

global movement of both oil and

expanding gas volumes. And

we are also investing to support

the development of the fuels

of the future. Alternative fuels

such as ammonia and methanol

will require transportation in

increasing volumes, requiring

newbuilding investment, while

transportation needs for CO

will also expand, requiring a

newgeneration of tankers.

Tonnes of CO

equivalent

emitted by shipping in 2024

Vessel tonnage ordered in 2024

that is alternative-fuel capable

Offshore wind capacity

onlineby the end of 2024

1 Source: Clarksons Research

CLARKSON PLC — 2024 ANNUAL REPORT

Technology is central

to our strategy. The

availability of reliable

and trusted data, in a

click, is becoming

increasingly expected.

HARNESSING

TECHNOLOGY

We harness technology to transform our business andhowwe work.

It’s increasing efficiency, reducing risk andaccelerating progress.

It’s digitalising workflows, generating data and creating intelligence.

It’s providing solutions for our clients and the industry.

And it’s combining innovative technology with our trusted

understanding oftheshipping industry.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

EMBRACING COMPLEXITY CONTINUED

MARKET TREND:

TECHNOLOGY GROWTH

Opportunity

Rapidly evolving technology is

introducing huge opportunities

across all aspects of the

economy and of society.

And forshipping, there is the

potential to utilise technology

toradically improve efficiency,

tomanage regulatory compliance,

to improvetransparency and

toreduce emissions.

Trust

But with the opportunities from

new technology, such as AI, there

are also risks. The need to provide

trusted data and intelligence is

more vital than ever. And while

a range of new technology

entrants are also looking to

exploit technology opportunities

within shipping, industry

participants also look to partners

with established critical mass,

domain knowledge and industry

understanding. Shipping must use

innovative technology to digitalise

its workflows but needs trusted

partners that understand, not just

technology, but also the complex

needs of our industry.

Innovation

Technology is central to Clarksons’

strategy. We invest in technology

and data across every single one

of our business lines. Our Broking

business is a long-term investor

in technology, and is today

executing a digital transformation

strategy, digitalising workflows

and providing the tools for

trade that differentiate us from

the competitive landscape. Our

Research division continues to

utilise innovative technology

to generate and deliver its

proprietary data and intelligence.

And our dedicated technology

unit has built a market-leading

intelligent freight platform,

connecting charterers,

brokersand owners to support

streamlined workflows and deliver

the digitalisation of freight and

fixtures. Our platform enables

greater collaboration and stronger

governance across the chartering

ecosystem, while also allowing

users to optimise their freight

andemissions.

4.9

Vessel port callings tracked

usingAIS data in 2024

25,000

Users of Clarksons’ digital

platforms

Rows of data managed

byClarksons Research

1 Source: Clarksons Research

CLARKSON PLC — 2024 ANNUAL REPORT

P R O T E C T I N G

INTEGRITY

Growing geo-political tensions. An increasingly complex

sanctions regime. Compliance, regulation and the threat

ofcorruption. Tackling this is our everyday. That’s why we’ve

made the deep investments in people, processes and technology

needed to manage and facilitate trade against the backdrop of

arapidly changing geo-political andsanctions environment.

Conflicts in Ukraine

and the Middle East

are hugely complex,

with an evolving

sanctions regime

andgeo-political

developments

continuing to

impactmaritime.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

EMBRACING COMPLEXITY CONTINUED

Governance

Managing risk has always been

critical across the maritime

ecosystem. Now, driven by

growing geo-political tensions,

this risk is enhanced by an

increasingly complex and

fast-moving sanctions and

compliance regime, impacting

allaspects of the shipping

industry like never before.

Since Russia’s invasion of Ukraine,

our industry has faced huge

disruption, from immediate

operational stress to fundamental

changes in trade patterns

surrounding the export of oil,

natural gas and grain from the

region. Sanctions have rapidly

evolved, now impacting over

10% of the global tanker fleet.

And with building geo-political

uncertainty, the landscape will

remain dynamic and fast-moving

in the years ahead. We support

our clients in managing this

disruption through our deep

understanding, global scale and

our integrity in doing business.

Investment

Our investments in legal and

compliance expertise are truly

industry leading. We have built

out a team of experts across

legal, compliance and KYC that

leverages our global scale and

understanding. And combined

with the use of our data and

technology, we have developed

robust and real-time systems that

help us manage and facilitate

trade for our clients in the rapidly

changing geo-political world we

now live in.

Community

Protecting integrity for

Clarksons means much more

than just compliance. It is

about ensuring the maritime

industry as a community

keeps pace with change and

continually professionalises

people and process. We lend

oursupport tothe wider shipping

community by helping to upskill

the next generation of talent

entering theindustry. We run

programmessuch as summer

internships whichaim toimprove

the transition betweenacademic

learning environments and

a commercial business role.

Ouractive involvement in

a rangeof initiatives and

associations ensures we

continue to protect the integrity

of Clarksons, and indeed the

shipping industry atlarge.

MARKET TREND:

COMPLIANCE

Of global fleet capacity

currentlysubject to sanctions

(US/UK/EU/UN)

250

Increase in Russian crude oil

exports to India and China

since 2022

Of global crude tanker fleet

capacity currently subject to

sanctions (US/UK/EU/UN)

1 Source: Clarksons Research

CLARKSON PLC — 2024 ANNUAL REPORT

OUR

BUSINESS

Clarksons is at the heart of global shipping, helping clients make smarter

decisions at every stage of the shipping lifecycle. Our global presence, depth

of relationships and total service offering are underpinned by research,

enabled by technology and implemented by the best people.

OUR PURPOSE

We empower our clients and

our people to make better

informed decisions using our

market-leading intelligence;

and in doing so, meet the

demands of the world’s rapidly

evolving maritime, offshore,

trade and energy markets.

OUR VALUES

We always act with integrity

We are honest and straight talking

withno tolerance for hidden agendas

orpolitics. We act with thoughtfulness

and integrity so our clients know they

can trust us to do the right thing.

We are dedicated to excellence

We work as a team, using our insight

and intelligence to explore innovative

solutions. We strive to exceed clients’

expectations, every time.

We collaborate and challenge

We are committed to collective success

and we are not afraid of challenging the

status quo to achieve it. Across over 60

offices in 25 countries, we work together

to reach the best outcomes.

OUR BEHAVIOURS

Driven

…is the desire and passion to succeed,

deliver excellence and make positive

change: ‘the will to win’.

Resilient

…is the ability to persist and adapt

in difficult situations, bouncing back

fromsetbacks.

Collaborative

…is working with colleagues to share

information, develop skills, build

Clarksons’ community and deliver

results.

Relationship builder

…is building strong, sustainable

partnerships with colleagues, clients

andstakeholders.

Smart

…is solving problems, providing advice

and making smarter decisions based

onlogic, facts, data and a future view.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

AT A GLANCE

OUR DIVISIONS

Broking

Our broking services are

unrivalled – in terms of

the number and calibre of

our brokers, our breadth

of market coverage,

geographical spread, digital

solutions and depth of

intelligence resources.

Financial

From full investment banking

services to project finance

and bespoke asset finance

solutions for the shipping,

offshore and natural

resources markets, we help

our clients arrange funding

for transactions and conclude

deals in a complex ship

finance landscape.

Support

Our teams provide the

highest levels of support

with 24/7 attendance at

strategically located ports in

the UK, mainland Europe and

Egypt, offering a wide range

of services including port

agency, freight forwarding,

helicopter operations,

supplies and tools for

the marine and offshore

industries.

GLOBAL REACH

KEY HIGHLIGHTS

EXPANDING OUR

BROKINGEXPERTISE

Our people are our biggest asset,

so we were delighted to make a

number of key hires and internal

promotions during the year,

deepening the breadth of our

services in diverse areas including

Offshore and Renewables in South

Korea, establishing a new Deep Sea

Tanker Projects desk in Brazil and

expanding our Middle East offering

with a new Sale & Purchase desk

inDubai. We have also developed

our derivatives businesses and our

coverage of commodities markets.

Countries in which

Clarksons operates

Clarksons offices

2,100

Employees

DECARBONISING SHIPPING

The maritime industry is uniting

to accelerate action towards more

sustainable ways of shipping.

Through 2024 we have played

a key role in guiding our clients

through this green transition,

whilstcontinuing to meet the

evolving demands of global

tradeand energy markets.

Keeping section 172 at the forefront

of Board discussions on page 99.

Executing shipping with greener

outcomes (case study) on page 47.

Where we operate

Research

Clarksons Research is the

market leader in providing

authoritative intelligence

on all aspects of shipping.

Millions of data points are

processed and analysed

every day, used by both

our clients and our internal

teamsto underpin their

unique offerings.

CLARKSON PLC — 2024 ANNUAL REPORT

As I reflect on 2024, I am extremely

proud of the way Clarksons has

successfully navigated a landscape

marked by significant political, economic

and environmental change.

Our expert and market-leading global

teams have supported our clients

through these turbulent times, offering

strategic insights to help overcome

challenges and capitalise on emerging

opportunities.

The geo-political landscape has been

particularly fast-moving, with ongoing

global conflicts underscoring the critical

importance of strong governance,

deep knowledge and high-quality

data as we advise our clients on vital

decision-making against a backdrop

of increasingly complex international

sanctions.

RESULTS

This year marks the third consecutive

year that our business has achieved

an underlying profit before tax

of over

£100m. Revenue increased by 3.4% to

£661.4m, driven by growth across the

business. This outstanding achievement

underscores the importance, and

success, of our strategy to focus

on global expansion, recognising

opportunities, entering new markets,

hiring the best individuals and teams,

and building a business with the scale

and leading market position to deliver

sustained growth.

SUSTAINABLE

GROWTH

We have delivered strong financial performance in a challenging

environmentand supported our clients through extensive global change.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

CHAIR’S REVIEW

INVESTMENT

PROPOSITION

STRONG GROWTH

We are a consistently profitable

andcash-generative business.

MOMENTUM

We continue to invest to build on

ourposition as the market leader

across our core sectors.

EXPERIENCE

We provide best-in-class advice and

service to all our clients by having

thebest people.

TRACK RECORD

This is our 22nd year of

consecutivedividend increases.

DIVIDEND

We are delighted that, for the 22nd

consecutive year, and in line with our

progressive dividend policy, the Board

is recommending an increased final

dividend of 77p per share, bringing

the total dividend for 2024 to 109p

pershare, an increase of 7% compared

to 2023.

PEOPLE

We are now a global group of over 2,100

talented and diverse employees with an

expanded breadth of services and reach.

We are proud of being able to attract

and retain the best talent in the industry.

Our people are unquestionably our

most important asset and the key to our

success, and we thank each and every

member of Clarksons for their unstinting

hard work and dedication.

We know from employee feedback

how The Clarkson Foundation aligns to

the culture of the Group and are proud

to be able to support its aim of making a

meaningful positive impact in the world.

BOARD

In August we welcomed Constantin

Cotzias to the Board as an independent

Non-Executive Director, and member

ofthe Audit and Risk Committee.

Constantin is European Director at

Bloomberg, where he is Global Head of

External Affairs, the Chair of Bloomberg

Tradebook and a Director of Bloomberg

Multilateral Trading Facility. Constantin

brings a strong understanding of

financial markets, dataand technology,

and also experience in growing

data-focused businesses. His experience

will be invaluable as we continue

to grow the business across all of

theseareas.

Birger Nergaard stepped down from

the Board in May 2024 following the

Company’s AGM. We thank him for nine

years of valuable and dedicated service

to the Group.

OUTLOOK

2024 has been a year of resilience

and growth for Clarksons. We have

delivered strong financial performance

in a challenging environment and

supported our clients through

extensiveglobalchange.

The opportunity before us remains

significant, as commodity demands

combined with energy security and

environmental factors, provide a

complex backdrop for market growth

inthe medium term.

However, following a year of extensive

political change, ongoing conflicts in the

Middle East and Russia-Ukraine, adding

further complexities, markets have

slightly softened as economies grapple

with the immediate impacts of this

phase of change.

We are uniquely positioned through

our global and regional expertise,

accompanied by our exceptional data

insights, to respond to any changes that

arise. We will focus all our efforts on

supporting our clients as they evolve

their strategies to meet these changes.

As we look ahead, we continue to hire

and build on our strengths, driving

sustainable growth for our shareholders.

Our robust cash flow and forward order

book affords us agility and enables us

to take swift and decisive decisions

to make investments to support the

business.

Thank you for your continued support.

Laurence Hollingworth

Chair

7 March 2025

1 Classed as an APM. See pages 215 and 216 for

further information on APMs.

CLARKSON PLC — 2024 ANNUAL REPORT

2024 was another year of disruption,

complexity and opportunity for global

shipping markets, and I am immensely

proud of, and grateful to, our colleagues

across the world for their unwavering

commitment andexceptional

contributions, which have led

toanotherrecord year for Clarksons.

The fundamental supply and demand

dynamics of the industry remained

in fine balance during the year, with

underlying trade volume growth and

disruptions to trade patterns increasing

demand, while the supply side remained

challenged by low orderbooks in certain

sectors and a tight shipbuilding market.

Seaborne trade grew by 2.4% in 2024,

driven by global economic consumption

and rising energy and resource

requirements.

Conversely, despite a 13% increase

in global shipyard output in the year,

the global fleet grew steadily at 3.4%,

weighted towards the containers and

LNG sectors. Prices for newbuild vessels

remained high, reaching peak 2008

levels, following inflationary pressures

at shipyards, firm forward cover and

strongordering volume.

RECORD

PERFORMANCE

Market complexities have continued to provide both

challenges and opportunities for Clarksons.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

CHIEF EXECUTIVE OFFICER’S REVIEW

Ongoing conflicts in the Middle East and

Russia-Ukraine continued to underscore

the importance and fragility of global

supply chains. An increasingly complex

and evolving sanctions environment

added to challenges for shipowners and

charterers alike with some 1,300 ships in

the global fleet now sanctioned. These

events led to significant shifts in the

global flows of energy and resources

and the largest increase in tonne miles

in the sector for 15 years. Our position at

the forefront of the industry, bolstered

by our global and regional expertise and

deep market intelligence, has enabled us

to support our clients in managing these

complexities effectively.

The green transition remains a

significant underlying trend as the

industry moves towards alternative

fuels and more efficient technology,

and embarks on an unprecedented

fleet renewal programme to meet 2030

and 2050 emissions targets. Half of

orders by tonnage in 2024 involved

alternative fuel and 7% of the global

fleet is now fitted with green or

alternative fuel technology, a number

which is forecast to rise to 20% by 2030.

Retrofitting has also been a key theme,

with 34% of the fleet now equipped

with energy-saving technology. Our

Green Transition and Research teams

continue to provide clients with the

support, data and intelligence they need

as they respond to the opportunities

and challenges the move towards

decarbonisation provides.

BROKING

The Broking division had a very strong

year, supported by an active sale and

purchase market across newbuilding

and secondhand transactions, and

generally robust conditions across

all other sectors. The forward order

book (‘FOB’) continues to grow, both

for invoicing in 2025 and further out

over the coming years. This FOB gives

us good visibility of baseline future

earnings.

Geo-political disruptions, the

redistribution of energy flows and an

underlying increase in Atlantic to Pacific

commodity trade resulted in significantly

increased tonne miles, supporting rates

and activity in chartering. The offshore

sector also performed well during the

year, with rates reaching record levels

on the back of investor sentiment

following a supply-side rebalancing

andincremental demand gains.

Carbon emissions from the industry

increased slightly due to the increase

in tonne miles. Our Broking and Green

Transition teams continue to advise

clients on fleet renewal programmes and

the latest green technologies to achieve

longer-term environmental targets.

The Broking division continued to

invest in expanding its global footprint

through the hiring of new people and

teams both in the UK and overseas.

Key hires included leaders from both

competitors and principals, increasing

the scope and services we offer our

clients, and extending the products we

cover in both the physical and derivative

markets. The truly global nature of

the business is demonstrated by the

fact that two-thirds of our brokers are

now based outside of the UK, with

representation in every major shipping

geography and sector. We remain

focused on being best in class in every

sector of shipping, servicing clients

with local expertise supported by the

data, technology and insights of a truly

globalbusiness.

Segmental profit before taxation

fromBroking was £122.6m at a margin

of 23.2% (2023: £121.2m and 23.5%).

FINANCIAL

The Financial division faced a more

challenging year, with reduced investor

risk appetite in certain sectors amid

geo-political uncertainty. Capital markets

activity was also tempered in shipping

equities as companies continued to

focus on debt repayments and returns

to shareholders. Investor sentiment

was more stable across the metals

andminerals and offshoresectors.

Overall, our investment banking team

supported and advised clients on

executing a number of mandates across,

particularly, debt capital marketsandM&A.

Debt capital markets performed

particularly well, supported by a record

year of activity in the Nordic high-yield

bond market.

Investor interest in shipping project

finance remained healthy, albeit real

estate market activity has continued

tobe challenged.

The division reported a segmental

profit before taxation of £5.2m in 2024

compared with £6.6m in 2023.

SUPPORT

Our Support division had a record

year despite the significant reduction

in transits through the Suez

Canal. The division’s increasingly

diversified offering across the offshore

oil and gas, marine and renewable

energy sectors, and broadening client

base, has enhanced performance during

recent years.

The activities of Gibb Group, specialists

in tools and supplies, and safety and

survival products, were enhanced

further by the acquisition of Trauma

& Resuscitation Services Limited, now

rebranded to Gibb Medical and Rescue,

in early 2024. The company is a leading

provider of enhanced first aid training,

compliance and emergency response

services and has performed beyond

management’s expectations in its first

year of ownership.

The Support division produced a

segmental profit before taxation of

£7.7m and a 11.8% margin in 2024

(2023:£6.4m and 11.3%).

CLARKSON PLC — 2024 ANNUAL REPORT

RESEARCH

As markets become more complex and

the supply of data becomes increasingly

key to decision-making, our leading

Research division plays a progressively

more important role in offering depth

of knowledge and best-in-class insights

across the sector.

We continue to invest in providing

market-leading intelligence which,

combined with our understanding of

the shipping and offshore markets and

digital capabilities, is supporting over

3,500 clients globally. The division

is constantly evolving its products

across geo-political trends, the energy

transition and fleet evolution. 2024 also

saw increasing demand from clients

to embed data within workflows to

support real-time information and

decision-making. The increasing demand

from clients has resulted in recurring

revenue increasing to 90%.

The division increased segmental

profit before taxation by 13% to

£9.5m(2023:£8.4m).

SEA

Our Sea platform continues to move

forward, achieving growth in both

customer base and volumes. Sea Trade

2.0 was released in the second half of

the year, with all clients now successfully

migrated to the new operating platform.

This more flexible technology base

will enable our clients to benefit from

increasingly efficient workflows and

data access to manage their pre-fixture

activities, and will provide the base for

faster and more extensive cross-market

product releases in the future.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

OUTLOOK

For some years now we have started

each new financial period with an

uncertain geo-political outlook; 2025

has started with more uncertainty than

most due to political change, ongoing

regional conflicts, increased trade

tensions, tariffs and sanctions, inflation

and changing monetary policy across

global economies. As I write this report,

the impact of these uncertainties is

that freight rates and asset values have

broadly fallen, which has meant that the

value of spot business done to date is

less than the same period last year.

Our FOB continues to grow, both

for 2025 and beyond, providing

good visibility of baseline future

earnings. The FOB for invoicing in 2025,

as at the end of 2024, amounted to

US$231m, US$14m higher than at the

beginning of 2024. The invoicing profile

of this FOB, together with the expected

uptick in spot revenues following a slow

start to the year, means that 2025 is

expected to be second-half weighted, as

it has been in most years.

Once the current uncertainty starts

to recede, the markets will, over

time, rebalance, incorporating trade

currently operated by the shadow

fleet, and clients will again be able

to be more strategic in their forward

planning, including a focus on fleet

renewal programmes. We will continue

to invest in our business to ensure we

maintain market-leading positions

across all sectors, that we use value

added technology, and that we have the

best market intelligence and insight to

support and advise our clients.

The strength of our balance sheet,

excellent cash generation and a healthy

FOB going forward many years gives

us confidence to be at the forefront of

opportunities for growth and to consider

opportunities for M&A where accretive

to the business. Clarksons is uniquely

positioned to manage and advise clients

through these more volatile markets.

Andi Case

Chief Executive Officer

7 March 2025

I AM IMMENSELY PROUD OF,

ANDGRATEFUL TO, OUR COLLEAGUES

ACROSS THE WORLD FOR THEIR

UNWAVERING COMMITMENT

ANDEXCEPTIONAL CONTRIBUTIONS,

WHICH HAVE LED TO ANOTHER

RECORDYEAR FOR CLARKSONS.

Andi Case

Chief Executive Officer

CLARKSON PLC — 2024 ANNUAL REPORT

The Group delivered another

outstanding set of results in 2024,

with revenue of £661.4m (2023:

£639.4m) and underlying profit before

taxation

of £115.3m (2023: £109.2m),

both ahead of the comparative

period. The performance was driven by

a strong underlying operating result of

£101.7m (2023: £100.2m) and finance

income of £14.9m (2023: £10.5m), which

benefited from the supportive interest

rate environment. Underlying basic

earnings per share

grew 4.3% to 286.9p

(2023:275.0p).

Reported profit before taxation and

basic earnings per share were £112.1m

(2023: £108.8m) and 277.1p (2023:

275.2p) respectively. Our performance

has enabled the Group to continue

its progressive dividend policy, which

is now in its 22nd consecutive year.

Accordingly, a full year dividend of

109pis recommended as described

inmore detail on page 21.

Free cash resources

increased to £216.3m

(2023: £175.4m); the Group’s diversified

portfolio of businesses continues to

deliver strong cash-generation across

the cycle, whichprovides support

for investment in the best people,

market intelligence and technology to

support and advise ourclients. Where

complementary to strategy, including

establishing new teams, setting up in new

geographies, expanding our coverage

or increasing market presence, the

Group actively pursues strategic and

value-enhancing M&A opportunities.

CONTINUING

TO DELIVER

—

For the third consecutive year, we are reporting profit before tax of over

£100m and will continue our progressive dividend policy into its 22nd year.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

FINANCIAL REVIEW

2024 performance overview

The Broking division had another

successful year, reporting revenue of

£529.3m (2023: £516.8m), representing

growth of 2.4%. Supply and demand

dynamics within the industry remained

highly complex as global GDP growth

and disruptions to trade patterns

increased demand, while the supply

side remained challenged by low

orderbooks in certain sectors and a

tight shipbuilding market. The division

generated a segmental profit of £122.6m

(2023: £121.2m), advising clients

through complexity and enhancing

its market-leading position across all

sectors ofshipping.

Geo-political complexity, energy

security and the green transition

remained consistent trends in 2024.

Most sectors were impacted by

disruption to key trade routes, notably

the Suez and Panama canals. Whilst

conditions in Panama eased towards

the end of 2024, traffic through Suez

remained at historically low levels.

Thisdisruption, inaddition to the

ongoing redistribution of energy flows

following the Russia-Ukraine conflict,

resulted in one of the largest increases

in tonne miles for 15 years and provided

upward momentum to rates across most

sectors, in particular the dry cargo and

containers sectors. Offshore oil and gas

markets also performed well during the

year, with day rates at record levels.

Newbuild sale and purchase activity

across the industry was particularly

strong in 2024, reaching the third

highest total on record. Healthy

cross-sector demand was supported

by generally robust shipping markets,

a focus on green fleet renewal and

competition for berths at shipyards.

Secondhand activity this year has also

been positive, supported by bulker

sales volumes and strong tanker and

container activity against a backdrop

offirm market conditions.

In the tankers and gases sectors, whilst

market conditions were generally

supportive of rates during the year,

these were below the levels experienced

in 2023. Both sectors experienced

headwinds in the second half of the year

from a slowdown in global demand, cuts

in production and delays to projects

coming online.

The Financial division faced a

challenging economic backdrop in 2024,

including inflation, extended periods of

high interest rates and reduced investor

confidence caused by geo-political

tensions. Against this backdrop and

faced with increased competition,

the division performed well, reporting

revenue of £42.6m (2023: £44.1m) and

segmental profit before taxation of

£5.2m (2023: £6.6m).

Activity and investor sentiment in the

shipping and offshore markets remained

generally positive throughout 2024 and

the investment banking team remained

active, executing several deals as clients

sought to restructure and recapitalise

their balance sheets or issue debt

to support further investment and

growth. Revenue from commissions

on secondary trading was lower than

in 2023, driven mainly by weaker activity

in the equity capital markets. There was,

however, strength in the debt capital

markets, where favourable market

conditions, particularly in the Nordic

high-yield bond market, increased both

revenue and the volumes of transactions

executed.

Within the project finance business,

positive investor sentiment enabled

shipping and offshore activities to

perform well, although real estate

opportunities continue to be impacted

by the prolonged high-interest rate

environment, a volatile bond market

and challenging construction and

rentalprices.

The Support division produced a

record performance in 2024, delivering

revenue of £65.0m (2023: £56.6m)

anda segmental profit of £7.7m

(2023:£6.4m). This was despite

challenges in some sectors, including

reduced transits through the Suez Canal

impacting Egyptian agency business,

delays and reduced activity in offshore

energy projects in Northern Europe

and pressure on margins in UK agency

business. The division continues to look

for opportunities to leverage its UK and

Northern European footprint to support

clients, including initiatives such as the

£661.4

Revenue

2023: £639.4m

£112.1

Reported profit before taxation

2023: £108.8m

£115.3

Underlying profit before taxation

2023: £109.2m

109

Dividend per share

2023: 102p

1 Classed as an APM. See pages 215 and 216 for

further information on APMs.

CLARKSON PLC — 2024 ANNUAL REPORT

100

120

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023 2024

102

109

agreement with Norway-based Peak

Group to combine expertise in port

agency logistics, expanding its reach

across the expanse of the North Sea.

In addition to core agency activity,

thedivision continues to focus on

supporting the offshore oil, gas and

renewables sectors through the

provision of specialist tooling, training

and equipment. In February 2024,

this offering was extended further

through the acquisition of Trauma

& Resuscitation Services Limited,

whichrebranded to Gibb Medical and

Rescue during the year.

The Research division also produced

another excellent financial performance

generating revenue of £24.5m (2023:

£21.9m) and a segmental profit of

£9.5m (2023: £8.4m). Growth was

achieved from new client penetration,

and a cross-selling of services. Recurring

revenue continues to represent over

90% of the division’s sales, as clients

value the market-leading insights and

intelligence provided by the team.

Thedivision continues to innovate

and invest in providing a consistent

flow of high-quality, market-leading

insights which this year have included

a macro focus on decarbonisation and

geo-political disruption.

Administrative expenses

The Group incurred underlying

administrative expenses

of £526.0m

(2023: £508.8m), representing an

increase of 3.4%. The main driver of

theincrease year on year was continued

investment in people and teams,

which has enabled us to expand our

product offering across new markets

and geographies and to develop and

train new talent across the business.

Although the Group is focused on

disciplined expense management, it is

not immune from inflationary pressure

and economic decisions affecting the

global economy. The announcement

in the Autumn 2024 Budget that UK

employers’ national insurance will rise by

1.2% is expected to increase the Group’s

remuneration and variable incentive

costs in 2025.

The Group remains committed to

investing across all areas of the business

to ensure it has the best people,

technology and market intelligence to

support and service our clients globally.

Acquisitions

At the beginning of the year, the Group

completed the acquisition of Trauma &

Resuscitation Services Limited (since

rebranded to Gibb Medical and Rescue)

for an initial consideration of £2.0m.

Theacquisition extends the Group’s

offering to the oil and gas, marine and

renewable energy sectors by providing

market-leading first aid training,

compliance and emergency response

services. The business performed ahead

of management’s expectations in its

first year of ownership, leveraging the

breadth of the Group’s network to

generate new business opportunities.

In May 2024, the Group completed

an asset purchase agreement with

Independent Shipping Agencies Limited

to acquire selected assets for an initial

consideration of £0.1m. The investment

increases the Support division’s service

offering to the dry cargo sector through

the provision of superintending services.

In September 2024, the Support division

also completed an asset purchase

agreement with Wind Farm Equipment

Limited for an initial consideration

of £0.7m. This transaction further

enhances the capabilities of the tooling

and supplies business in the renewable

energy sector.

Acquisition-related costs of £3.2m

(2023: £2.6m), which include the above

transactions, have been disclosed

separately in the consolidated income

statement, and relate to the amortisation

of intangibles and costs linked to

ongoing employment obligations.

We estimate acquisition-related

costs for 2025 to be £3.0m assuming

nofurther acquisitions are made.

DIVIDEND PER SHARE (PENCE)

Interim Final Deferred 2019 final dividend paid as 2020 interim dividend

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

FINANCIAL REVIEW CONTINUED

Dividend

The Board is recommending a final

dividend in respect of 2024 of

77p (2023: 72p) which, subject to

shareholder approval, will be paid on

23 May 2025 to shareholders on the

9May 2025.

Together with the interim dividend in

respect of 2024 of 32p (2023: 30p),

this would give a total dividend of 109p

for 2024, an increase of 7% on 2023

(2023: 102p) and representing the

22nd consecutive year the Group has

increased returns to shareholders. In

reaching its decision, the Board took

into consideration the Group’s 2024

performance, balance sheet strength,

ability to generate cash and forward

order book.

Finance income and costs

The Group reported finance income

of £14.9m (2023: £10.5m), as strong

underlying cash generation from

the business and proactive treasury

management enabled the Group to

capitalise on an extended period of

highinterest rates. Central banks’ review

of monetary policy saw interest rates cut

towards the end of 2024, a trend which

is forecast to continue in 2025. Finance

costs were £1.9m (2023: £2.2m) and are

mainly comprised of interest expenses

on lease liabilities.

Taxation

The Group reported an underlying

effective tax rate

of 22.5% (2023:

21.4%). The Group’s underlying

effective tax rate remains stable and

is reflective of the broad international

operations of the Group. The Group’s

reported effective tax rate was 23.0%

(2023:21.1%).

Foreign exchange

The Group is exposed to adverse

movements in foreign exchange as

its revenue is mainly denominated in

USdollars whereas operating expenses

are denominated in local currencies

andfinancial performance is reported

in sterling. The average sterling to

US dollar exchange rate during the

year was US$1.28 (2023: US$1.25),

providing a headwind to this year’s

financialperformance.

Free cash resources

The Group ended the year with cash

balances of £431.3m (2023: £398.9m)

and a further £62.0m (2023: £39.9m)

held in short-term deposit accounts and

government bonds, classified as current

investments on the balance sheet.

Net cash and available funds

, being

cash balances after the deduction of

the total cost of accrued bonuses,

at 31 December 2024 were £243.7m

(2023:£201.1m). The Board uses this

figure as a better representation of

the net cash available to the business

since bonuses are typically paid after

the year-end, hence an element of the

year-end cash balance is earmarked

for this purpose. Itshould be noted

that accrued bonuses include amounts

relating to the current year and amounts

held back from previous years which will

be payable inthe future.

A further measure used by the Board

intaking decisions over capital

allocation is free cash resources

whichdeducts monies held by regulated

entities from the net cash and available

funds

figure. Free cash resources

at 31 December 2024 were £216.3m

(2023:£175.4m).

In addition to these free cash resources

the Group has a strong balance sheet

and has consistently generated an

underlying operating profit and good

cash inflow. Management has stress

tested a range of scenarios from

the base case, modelling different

assumptions with respect to the

Group’s cash resources and, as a

result, continues to adopt the going

concern basis in preparing the financial

statements. See pages 154 and 155

forfurther details.

Balance sheet

Net assets at 31 December 2024 were

£495.7m (2023: £456.6m). Thebalance

sheet remains strong, withnet current

assets and investments exceeding

non-current liabilities (excluding pension

assets and lease liabilities as accounted

for under IFRS 16 ‘Leases’) by £257.7m

(2023: £206.5m). The Group’s pension

schemes had a combined surplus before

deferred tax of £12.3m (2023: £13.4m).

Forward order book (‘FOB’)

The Group earns some of its

commissions on contracts where the

duration extends beyond the current

year. Where this is the case, amounts

that can be invoiced during the current

financial year are recognised as revenue

accordingly. Those amounts which

are not yet invoiced, and therefore

not recognised as revenue, are held in

the FOB. Inchallenging markets, such

amounts may be cancelled or deferred

into later periods.

The Directors review the FOB at the

year-end and only publish the FOB

items which will, in their view, be

invoiced in the following 12 months.

At31 December 2024, this estimate was

US$231m (31 December 2023: US$217m).

Alternative Performance Measures

(‘APMs’)

Clarksons uses APMs as key financial

indicators to assess the underlying

performance of the Group. Management

considers the APMs used by the Group

to better reflect business performance

and provide useful information. Our

APMs include underlying profit before

taxation, underlying earnings per share,

net funds and free cash resources.

Seepages 215 and 216 for further

information on APMs.

Jeff Woyda

Chief Financial Officer

& Chief Operating Officer

7 March 2025

1 Classed as an APM. See pages 215 and 216 for

further information on APMs.

CLARKSON PLC — 2024 ANNUAL REPORT

SUSTAINABLE

RETURNS

Our financial indicators show our progress in delivering against our

strategy to create long-term sustainable value for all stakeholders.

Definition

Revenue in sterling equivalent,

translated at the rate of exchange

prevailing on the date of the

transaction. We have four revenue

segments: Broking, Financial,

Support and Research.

Why it is important for Clarksons

Revenue drives the business,

resulting in cash generation

andrewards to stakeholders.

Performance in 2024

Revenue increased by 3.4%

versus 2023, driven by growth

across the Broking, Research and

Support divisions. Achallenging

market backdrop saw revenue

decrease slightly in the

Financialdivision.

Definition

Profit before taxation, exceptional

items and acquisition-related costs

as shown in the consolidated

income statement.

Why it is important for Clarksons

The Board considers that this

measurement of profitability

provides stakeholders with

information on trends and

performance, before the

effect of exceptional items,

acquisition-related costs and

different tax regimes around

theworld.

Performance in 2024

This increased by 5.6% compared

to the previous year following a

strong operating performance

and a supportive interest rate

environment.

1 Classed as an

APM. See pages

215 and 216 for

further information

onAPMs.

Whilst we use

non-financial

metrics within

the business,

such as in relation

to employment

matters, we do not

use non-financial

KPIs to measure

the strategic

performance

ofthe Group.

REVENUE

UNDERLYING

PROFITBEFORE

TAXATION

£661.4

£115.3

2024 2023 2022

£661.4m £639.4m £603.8m

2024 2023 2022

£115.3m £109.2m £100.9m

Note 3 of the consolidated

financial statements

on pages 166 and 167.

Financial review

on pages 18 to 21.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

KEY PERFORMANCE INDICATORS

Definition

Profit after taxation and

before exceptional items

and acquisition-related costs

attributable to equity holders of

the Parent Company divided by

the weighted average number of

ordinary shares in issue during

theyear.

Why it is important for Clarksons

This measure shows how much

money the Group is generating

for its shareholders. It takes into

consideration changes in profit

and the effects of issuance of

new shares but excludes the

impact of exceptional items

andacquisition-related costs.

Itis an important variable in

determining our share price.

Performance in 2024

This increased by 4.3% in line

withthe growth in underlying

profit before taxation

and

reducedminority interest.

Definition

The Directors’ best estimate

of commissions to be invoiced

over the following 12 months as

payments fall due.

Why it is important for Clarksons

The FOB gives a degree of forward

visibility of income.

Performance in 2024

The FOB for the next 12 months

has increased by US$14m

compared to the equivalent 2023

position with strong freight rates

across key markets, an increased

focus on period business across

all segments and increased

newbuilding business driven by

thegreen transition, leading to

more long-term fixtures executed.

UNDERLYING

EARNINGS PER SHARE

FORWARD ORDER

BOOK (‘FOB’) AT

31 DECEMBER FOR

FOLLOWING YEAR

286.9

US$231

2024 2023 2022

286.9p 275.0p 250.3p

2024 2023 2022

US$231m US$217m US$216m

Note 8 of the consolidated

financial statements

on page 172.

Financial review

on pages 18 to 21.

1 Classed as an

APM. See pages

215 and 216 for

further information

onAPMs.

CLARKSON PLC — 2024 ANNUAL REPORT

SMARTER

DECISIONS

AUTHORITATIVE

INTELLIGENCE

AND EXPERTISE

OUR COMPETITIVE

STRENGTHS

Leading reputation

Our clients remain loyal to us due to our

end-to-end global offering, unrivalled

service, breadth of knowledge and

industry-leading range of products that

span the maritime and financial markets.

The best people in the business

Our people are our most important

asset, differentiating us from our

competitors. We attract, retain and

develop the best talent in the market,

and our people have a track record of

delivering for our global client base.

Understanding our clients’ needs

We understand the challenges our

clients face in a rapidly evolving world,

drawing on our expertise to provide

them with tailored solutions and services

and the intelligence and tools they need

to make smarter and cleaner decisions.

Authoritative intelligence

Research sits at the heart of everything

we do, enabling us to develop bespoke

solutions for our clients and support

them in making fully informed business

decisions across their freight and

asset-owning strategies.

Robust technology platforms and tools

Our investment in technology

complements the expertise of our

people and provides our clients

with real-time intelligence for

decision-making and innovative

toolsfortrade.

Green Transition

Through our Green Transition offering,

we are committed to supporting our

stakeholders across the industry as

they move towards a cleaner future

forglobaltrade.

WHAT WE DO

Enabling global trade

As a strategic partner with a global

presence, we help our clients make

smarter decisions at every stage of

the shipping lifecycle.

Everything we do is underpinned

by research, enabled by

technology and implemented

bythe best people.

LEADING POSITIVE CHANGE

Decarbonising shipping

Guiding the maritime industry

through the green transition, and

supporting our clients to reduce

their carbon footprint through

sector intelligence, technology and

vessel replacement strategies.

Enabling digital transformation

Investing in our internal tools to

build data-driven solutions for our

clients, and further developing

our Sea proposition to bring

transformative digital solutions

tothe freight transaction process.

AN INTEGRATED

OFFERING

At the heart of global shipping.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

OUR BUSINESS MODEL

BROKING

Our brokers act as intermediaries

between shipping principals in all

major global markets. We help the

principals negotiate the terms of a

voyage, a timecharter hire or a contract

of affreightment. We also help clients

contract newbuildings, buy and sell

secondhand vessels, and arrange the

scrapping of older tonnage. Additionally,

we provide derivative broking services

to enable principals to manage and

mitigate their risks.

How we make money

We earn a broking commission based on

the value of the freight, the hire or the

asset. On our derivative broking services

we earn commission based either on the

underlying contract value or as a fixed

fee per contract.

FINANCIAL

The Financial division provides full

investment banking services, project

finance and bespoke asset finance

solutions to the shipping, offshore and

natural resources markets. We help

clients to manage risk, arrange funding

for transactions and conclude deals in

acomplex ship finance landscape.

How we make money

We earn commissions and fees from

these activities.

SUPPORT

The Support division provides the

highest standards of support to the

marine and offshore industries with

24/7 attendance at strategically located

ports. Our services include port agency,

project logistics, freight forwarding,

warehousing, crew travel and industrial

supplies.

How we make money

We earn fixed agency fees and

revenuefrom the sales of supplies.

RESEARCH

The Research division provides and sells

data, analysis and intelligence covering

every aspect of our markets, including

shipping, trade, offshore and maritime.

We provide clients with access to the

information they need to operate their

businesses more effectively.

How we make money

We earn revenue from digital offerings,

typically recurring, alongside the

provision of specialist services including

data feeds, consultancy, valuations and

market reports.

Business review on

pages 28 to 43.

THE VALUE WE CREATE

Our clients

Offering a market-leading service at

every step of the shipping lifecycle.

Our people

Providing a great place to work where

everyone can fulfil their potential.

Our communities

Having a positive impact on both the

shipping community and wider society.

Our shareholders

Generating sustainable long-term

valueand returns.

SHARE OF REVENUE SEGMENTAL SPLIT OF UNDERLYING

PROFIT BEFORE TAXATION

2024

£m

1. Broking 529.3

2. Financial 42.6

3. Support 65.0

4. Research 24.5

2024

£m

1. Broking 122.6

2. Financial 5.2

3. Support 7.7

4. Research 9.5

CLARKSON PLC — 2024 ANNUAL REPORT

BREADTH

Expanding our breadth to better

tailorour integrated offer

With an expanding and industry-leading

range of products and services spanning

the maritime, offshore, trade and energy

markets, and more touch points across

the industry than anyone else, we

are uniquely positioned to empower

our clients to make better informed

decisions, whilst enabling smarter,

cleaner global trade.

Achievements

— Launch of a new desk by our Futures

business focused on broking base

and battery metals in both the

futuresand physical markets.

— Acquisition of Trauma & Resuscitation

Services Limited, allowing Gibb Group

to strengthen its offering to include

comprehensive training courses on

offshore first aid.

LONG-TERM

VALUE

—

Our strategy is to create long-term sustainable value for

all of our stakeholders. We do this by building on our strong

performance, which allows us to maintain and develop our

position as the global market leader in shipping services.

REACH

Extending our reach to

supportclientsglobally

Our global presence enables us to meet

client needs wherever and whenever

they arise. Through our growing

global office network we share culture,

values, IT systems and high standards

of corporate governance across our

business, as we use our local knowledge

to provide our clients with truly global,

cross-border advice.

Achievements

— Continued strategic expansion into

South America by the establishment

of a Deep Sea Tankers Projects desk

in Rio de Janeiro.

— Expansion of our Middle East

offeringby adding a dedicated

Sale&Purchase desk in Dubai.

— Establishment of a strategic

collaboration with Peak Group,

whichprovides agency services along

the Norwegian coastline, broadening

our port agency service offering.

— Investments into Research headcount

focused on our Asian operations,

with the expansion of our teams

inShanghai, Singapore and Delhi.

UNDERSTANDING

Stronger understanding

ofclients’needs

With a broad and long-established client

base, we have worked with many of our

clients for generations, building a deep

understanding of their businesses and

providing the services that have helped

them to prosper. We use our leading

technology and authoritative intelligence

to offer unique and tailored solutions

tomeet our clients’ needs.

Achievements

— Launch of a new Trade solution by

Sea, with existing clients migrated

to a more modern technology base,

forming a solid foundation for the

Sea platform and offering a seamless

workflow, faster iterations and one

data structure.

— Further expansion of our Sea offering

with the introduction of Compliance

Manager, allowing clients to ensure

compliance with increasingly

complex regulations within the fixture

workflow, and Carbon Exposure,

which empowers clients to manage

voyage carbon emissions and costs

through forecasting and tracking

emissions.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

OUR STRATEGY

PEOPLE

Empowering people to

fulfiltheirpotential

We are committed to attracting and

retaining the best people, providing

them with the tools and training that

empower them to fulfil their potential.

Our employees have access to our

leading technology and authoritative

intelligence, enabling them to support

our clients to make smarter and better

informed decisions.

Achievements

— Expansion of our bespoke Leadership

Development Programme with a

virtual offering in our Asia offices.

— Further embedded our competency

and behaviours framework to

support leadership and employee

development, performance

management and promotions based

on consistent criteria.

— 2024 launch of the Trainee Broker

Programme, designed to provide

trainees with experience across

various broking teams to accelerate

their career development and develop

the next generation of brokers.

— Enhancement of our structured

training programme through the

launch of Clarksons Academy Plus,

a platform that features curated

learning pathways for all employees.

— Joined Encompass Equality, a

membership organisation which

supports companies to advance DEI

with a focus on investing in female

retention and progression.

TRUST

Maintaining trust in

shippingintelligence

Globally respected as a provider of

market-leading data and intelligence,

our research and data is widely trusted

across the shipping industry to inform

effective decision-making.

Achievements

— Regular tracking and briefings

around market impacts of Red Sea

disruption, tariffs on car imports, US

East and Gulf Coast port strikes, the

building geo-political complexities

and evolution in US policy around

sanctions, trade tariffs and energy.

— Addition of new data and

functionality to the World Fleet

incidents and vessel deployment.

— Further enhancements of

Renewables Intelligence Network,

providing leading data on offshore

renewables, including new data

on cable interconnectors, power

purchase agreements and vessel

sector utilisation alongside a series

ofcountry briefings.

GROWTH

Growing our business

toimproveperformance

We are a consistently profitable and

cash-generative business that is focused

on creating long-term value for our

shareholders. We continue to invest

to build on our position as the market

leader across our core sectors through

the provision of best-in-class advice

andservice to our clients.

Achievements

— Maintained our progressive dividend

policy and increased our dividend for

the 22nd consecutive year.

— Attained a 5.6% increase in underlying

profit before tax

— Remained cash-generative and

increased our free cash resources.

— Continued to invest in new people,

teams and geographies, developing

our existing talent and expanding our

product footprint whilst continuing

to invest in market-leading tools

andintelligence.

1 Classed as an APM. See pages 215 and 216for

further information on APMs.

CLARKSON PLC — 2024 ANNUAL REPORT

BROKING

—

Servicing clients with local expertise, supported by the

data, technology and insights of a truly global business.

SHARE OF REVENUE SEGMENTAL SPLIT OF

UNDERLYINGPROFIT

BEFORETAXATION

EMPLOYEES FORWARD ORDER

BOOK FOR 2025

US$231

As at 31 December 2023

for 2024: US$217m*

Directors’ best estimate of

deliverable forward order

book(‘FOB’)

£529.3

2023: £516.8m

£122.6

2023: £121.2m

1,450

2023: 1,365

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

BUSINESS REVIEW

DRY CARGO

The dry cargo sector supports a range

of important industrial sectors including

construction, energy and agriculture,

moving a record 5.7bn tonnes of cargo

last year. Our dry cargo shipbroking

team have a leading position across

all ship sizes, performing robustly

in 2024 and including strong growth

in longer-term business. Overall, 2024

was a generally positive year for the

bulkcarrier sector, with Clarksons’

weighted earnings averaging over

US$15,000/day, up 21% on 2023

and 18% on the 10-year average. All

sub-segments saw improved earnings

year on year but gains were most

significant in the Capesize sector,

where spot earnings averaged over

US$25,000/day, the second strongest

year since 2010. This was in part driven

by strong trade volumes, which grew by

circa 3.3% to 5.7bn tonnes, led by strong

demand from China. Firm iron ore and

bauxite exports from the Atlantic to

Asia were particularly supportive to the

Capesize sector, while the re-routing

of vessels away from the Red Sea

also added to vessel demand, albeit

to a lesser degree than some other

sectors. The bulkcarrier market ended

the year on a softer note, as the typical

seasonal upswing in demand in the

fourth quarter disappointed; restrictions

on Panama Canal transits (which

provided some disruption upside in the

first half) eased; and steady fleet growth

(circa 3% in the full year) added to

vessel supply. Looking ahead, demand

trends remain reasonable heading

into 2025, although growth rates could

trend lower than 2024. Alongside

another year of steady fleet growth

(circa 3% is expected), earnings overall

could see a softer tone with potential

trade tariffs; the unwinding of Red Sea

re-routing; and developments in the

Chinese economy potentially impacting.

CONTAINERS

The container sector facilitates

the transportation of a wide range

of typically manufactured goods,

including consumer and industrial

goods, foodstuffs, chemicals and other

manufactures. Container shipping

markets experienced high freight and

charter conditions across 2024, and our

container shipbroking team leveraged

its expertise and global breadth to

successfully support clients on asset and

chartering decisions in a volatile market

heavily impacted by geo-political events.

Diversions away from the RedSea by

major liner companies amid the hostility

in the region generated a significant

increase in vessel demand, amplified by

underlying trade expansion and port

congestion hotspots. As a result, and

despite rapid fleet capacity growth

(more than 10%) and record newbuilding

deliveries, both box freight rates and

timecharter rates hit extremely strong

levels. The SCFI Spot Box Freight

Index stood at 3,734points in early

July, the highest level outside of the

exceptional 2020-22 COVID-19 era. It

ended the year at 2,460points after

some erosion post-peak season and

amid ongoing fleet growth, although

still 2.4 times the 2023 average.

Containership charter markets had

an exceptionally strong year as liners

sought ‘extra-loaders’ to cover Red

Sea-related disruption. Clarksons

Containership Timecharter Rate Index hit

182 points in mid-July, up 258% versus

the 2010-19 average, although still lower

than the all-time-high COVID-19 markets,

and ended the year at 178 points (up

165% versus the end of 2023). Looking

ahead, the short-term outlook for the

sector is closely linked to trends in the

Red Sea, with any significant resumption

of transits expected to drive softer

market conditions.

ALL BULKCARRIER SEGMENTS

PERFORMED MORE STRONGLY IN

2024, WITH THE CAPESIZE MARKET

SEEING THE SECOND FIRMEST

YEAR SINCE2010.

Services:

Dry cargo

Containers

Tankers

Specialised products

Gas

Sale and purchase

Offshore and offshore renewables

Futures

Increase in average

bulkcarrier

earnings in 2024

vs 2023

>10

Increase in

containership

demand from

RedSea

re-routing

CLARKSON PLC — 2024 ANNUAL REPORT

SPECIALISED PRODUCTS

The specialised products tanker market

moves a diverse range of liquid cargoes

derived from natural gas, crude oil,

agricultural crops (including biofuels)

and other manufacturing processes. All

are intrinsically linked to end consumer

demand and play a crucial part in global

supply chains for finished goods and

products.

The specialised products tanker market

had a strong year overall, although

trends varied across 2024. The first

half of the year saw freight rates surge

to new record highs, largely on the

back of re-routing around the Cape

of Good Hope which led to longer

voyage distances. However, rates eased

across the second half of the year amid

weaker consumer demand, as well

as softer trends in the adjacent clean

petroleum products market, although

rate levels remained fairly healthy in

a historical context with supply side

growth limited over recent years. In

a complex and evolving market, our

specialised products team navigated

these shifts with confidence and grew

market share. The team has expanded

its regional presence to 13offices

TANKERS

The tanker sector plays a crucial role

in global energy supply chains, moving

crude oil and refined oil products

to facilitate their eventual use as

transportation fuels, for heating and

electricity generation, and as industrial

feedstocks. 2024 was another strong

year for tanker markets overall, and our

tanker shipbroking team experienced

another very successful year, utilising

its scale and deep expertise to support

clients through the volatile and complex

markets. In general, the second half of

the year was softer than the first for the

tanker shipping market. There remained

variation across sectors, with Suezmaxes

and Aframaxes outperforming VLCCs

over the year, while LR product tankers

fared better than MRs. VLCC earnings

were strong across the first quarter,

before easing seasonally across the

second and third quarters. However,

the typical strong seasonal increase in

the fourth quarter failed to materialise.

OPEC+ production cuts and a decline

in Chinese crude imports impacted

the market. Overall, average VLCC

earnings declined year on year with

our index averaging US$33,502/day,

close to long-term averages. Suezmaxes

and Aframaxes earnings also eased,

softening by 16% and 22% year on year

respectively. However, markets overall

remained historically strong, boosted by

the continued impact of altered trade

flows due to sanctions on Russia.

Products tanker earnings were driven

to high levels in early 2024, primarily

boosted by the re-routing of vessels via

the Cape of Good Hope. This strength

persisted throughout the first half of

the year. However, the third quarter saw

a notable increase in the use of crude

oil tankers to transport clean products

cargoes, while softer refining margins

also impacted markets. In spite of the

softer second half of the year, earnings

for LR2s and LR1s on the benchmark

Middle East – Far East route increased

by 11% and 7% year on year respectively

in 2024. However, average MR earnings

declined by 5% year on year across 2024

and averaged US$16,501/day across the

fourth quarter. Tanker fleet growth was

very low in 2024, falling below 1%, and

while product tanker fleet growth is

expected to pick up in 2025, total crude

tanker fleet growth is set to remain

supportively low.

2024 WAS

ANOTHER STRONG

YEAR FOR TANKER

MARKETS

OVERALL.

Global offices

with a specialised

products team

presence

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

BUSINESS REVIEW CONTINUED

globally and using our strategic

expertise, analytical insight and broking

experience, is uniquely positioned to

participate in the global chemical tanker

market and support our clients.

GAS

LPG/PCG

The gas shipping markets move liquefied

petroleum and other gases such as

ammonia and ethane, supporting a

wide range of sectors from plastics and

rubber production to industrial and

domestic energy markets.

While VLGC markets softened in 2024,

rates were still relatively healthy for

much of the year. Markets started

strongly in the early weeks of 2024,

following on from record levels in

late 2023 when disruption at the

Panama Canal supported markets.

However, rates began to soften as

Panama disruption eased, while

continued firm fleet growth (VLGC fleet

capacity grew a further 6% in 2024)

and higher terminal fees in the US also

impacted. Overall, spot earnings for a

non-scrubber fitted ‘eco’ VLGC averaged

circa US$42,000/day on the Ras

Tanura-Chiba route, down 54% year on

year but standing in line with long-run

averages. The market started 2025

relatively balanced although there

are a range of uncertainties for the

yearahead.

2024 also proved to be another healthy

year for the petrochemical gas sector,

with timecharter rates generally

continuing to climb as charterers sought

to secure term coverage. Rates for a

22.5k cbm Handysize fully ref. vessel

were up by 10% on 2023 on average,

despite some challenges in European

and Asian petrochemical markets and

adrop in US ethylene exports.

Newbuilding activity was very strong

in 2024 with a record volume of LPG

carrier tonnage ordered, including the

first orders for ‘ULECs’ (specialist ethane

carriers of circa 150,000 cbm).

LNG

The LNG carrier sector transported circa

410mt of liquefied natural gas in 2024

on a fleet of highly specialised vessels.

This sector is critical to both energy

transition and energy security, and is

set for a major phase of expansion in

the coming years following record levels

of investment in LNG vessels and LNG

export capacity.

THE VLGC MARKET

SOFTENED IN 2024 BUT

WAS STILL HEALTHY FOR

MUCH OF THE YEAR.

Spot LNG freight rates dropped

across 2024 as limited trade

volume growth (amid delays in the

commissioning of several LNG export

terminals in North America and West

Africa); strong LNG carrier fleet

expansion (67 units were delivered

in 2024 – an annual record); and a

narrow Atlantic-Pacific arbitrage saw

spot tonnage availability grow, despite

support to tonne-mile trade from

re-routing of vessels away from both the

Suez and Panama canals. Overall, LNG

carrier spot rates for a 160k cbm TFDE

vessel averaged circa US$42,000/day,

down 57% year on year, with rates falling

to record lows during Q4 2024.

Four new export projects with an

aggregate capacity of 30mtpa reached

FID in 2024, and there is more than

60mtpa of capacity that is scheduled

to take FID in 2025. Newbuild vessel

ordering remained firm in 2024, led by

Qatari requirements, and further orders

are expected from new projects and for

fleet renewal through 2025. Our LNG

team continues to provide excellent

support to clients across spot, period,

newbuilding and Sale & Purchase.

CLARKSON PLC — 2024 ANNUAL REPORT

SALE AND PURCHASE

(‘S&P’)

Secondhand

S&P markets remained active in 2024,

with over 2,000 vessels of over 115m

dwt combined and an estimated value

of in excess of US$50bn reported sold

in the full year, down around 9% year

on year in tonnage terms but still firm

by historical standards, with 2024 the

fourth consecutive year with sales

volumes topping 100m dwt.

Activity was supported by near record

bulker sales volumes and strong tanker

and container activity. This was against

a backdrop of firm charter market

conditions that supported buyer

demand, high pricing offering a return

on assets for some sellers and with

some owners using the secondhand

market to progress fleet renewal plans

due to newbuild prices and yard lead

times being elevated. However, volumes

varied through the year, with the first

half seeing particularly firm trends amid

strong sentiment in various shipping

sectors, before activity slowed by

around a quarter in the second half of

the year as sentiment in some segments

became more uncertain. Secondhand

prices were generally very firm, with

our overall Secondhand Price Index

increasing by 22% between the start

of 2024 and the end of August, before

easing back at the end of the year.

Tanker and bulker pricing eased by

around 10-15% between the summer

and year-end, while containership

prices continued to rise. Our S&P team

remained very active, with several key

hires made during the year.

Newbuilding

The newbuilding market was incredibly

active in 2024, with the largest order

intake for 17 years. Contracts totalling

66m CGT and US$204bn were

placed, with appetite strong across

segments. The containership sector

saw particularly firm activity (4.4m

TEU ordered), while there was also a

good flow of gas carrier and tanker

orders. The overall orderbook increased

by 26% across the year and average

lead times lengthened. Chinese builders

consolidated their lead position, taking

two-thirds of orders, and are the only

major producer expanding capacity

(through expansion of existing and

reactivation of dormant facilities).

However, some much smaller players are

looking strategically at their shipbuilding

positions. Newbuilding prices remained

close to record highs, edging up a

further 6% across the year with some

softening in certain segments towards

the year-end. Meanwhile, half of orders

by tonnage in 2024 involved alternative

fuel, with LNG dual fuel dominating.

Our global newbuilding broking team

had an excellent year, benefiting

from its market-leading position and

strong cross-segment demand. We

also remained very active supporting

clients with alternative fuel newbuild

orders, as green fleet renewal and an

increasingly complex and evolving

regulatory backdrop drive investment

decisions. The newbuilding team has

expanded through a number of key

hiresacross our offices.

OFFSHORE AND

OFFSHORE RENEWABLES

Offshore oil and gas

The offshore oil and gas vessel sector

supports the development, production

and support of offshore oil and

gas fields, with over 13,000 mobile

vessels and rigs playing a vital role

in supporting operations across the

lifecycle of offshore energy projects.

Our offshore broking team remained

very active through 2024, with markets

strengthening further across the first

half of the year, before sentiment and

rate levels eased from all-time highs

towards year-end. Overall, offshore

project investment remained relatively

positive amidst a continued focus

on energy security, with oil projects

in South America and West Africa

accounting for the majority of CAPEX

(in total, an estimated US$81bn). Rig

vessel markets had a mixed 2024,

with space in the backlog and impacts

from some contract suspensions

being weathered well initially, although

dayrates eased across the second half

amid increased unit availability. However,

underlying fleet supply constraints

should remain supportive in the medium

and long term. The OSV sector faced

seasonal pressures in the second half,

following record markets earlier in

>115m

dwt

S&P volumes

in 2024, the fourth

consecutive year

with volumes over

100m dwt

Of tonnage

ordered in 2024

was alternative

fuelcapable

THE S&P MARKET

REMAINED ACTIVE

IN2024, WHILETHE

NEWBUILDING

MARKET SAW THE

LARGEST ORDER

INTAKE FOR

17YEARS.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

BUSINESS REVIEW CONTINUED

the year. Subsea markets had another

strong year, and the backlog of leading

EPC contractors is today at record

highs. Meanwhile, the MOPU sector

made further progress with a number

ofawards confirmed.

In the near term, there is some

uncertainty around demand trends and

impacts from heightened geo-political

uncertainty. However, supply constraints

are generally set to remain a key

supportive feature of offshore vessel

markets, with the newbuilding interest

that materialised in 2024 in some

sectors relatively modest in scale.

Offshore renewables

The offshore renewables industry

continues to expand, and going

forward is expected to account for a

growing share of the global energy

mix supported by energy transition

and energy security trends. 2024 was

generally a mixed year for the offshore

wind sector, with installed offshore

wind capacity continuing to expand but

lower year-on-year project sanctioning,

with project economics becoming

increasingly important and political

support being more varied across

geographies.

European wind vessel markets were

strong in 2024, with WTIV availability in

the next few years expected to remain

tight, while C/SOV units were effectively

fully utilised in the summer. Although

challenges remain, the long-term

outlook for the sector remains positive.

Our offshore renewables team continued

to utilise its expertise and network to

support clients through the evolving and

growing market, and actively engaged

in discussions around technical green

solutions and initiatives as focus on the

green transition continues to develop.

FUTURES

Our Futures business is a leading

provider of freight derivative products,

helping shipping companies, banks,

investment houses and other institutions

seeking to manage freight exposure

by increasing or reducing risk. The dry

futures market remains competitive but

our team saw a strong end to 2024 and

have increased market share in some

key sectors. Our tanker FFA team had a

strong year, with disruption and volatility

supporting trading volumes, particularly

in the first half of the year.

THE OFFSHORE

RENEWABLES INDUSTRY

CONTINUES TO EXPAND,

AND WILL ACCOUNT FOR

A GROWING SHARE OF

THE GLOBAL ENERGY

MIXGOING FORWARD.

CLARKSON PLC — 2024 ANNUAL REPORT

FINANCIAL

—

Offering a unique combination of deep expertise, shipping investment advisory,

progressive innovation and expert execution in a complex ship finance landscape.

SHARE OF REVENUE SEGMENTAL SPLIT OF UNDERLYING

PROFIT BEFORE TAXATION

EMPLOYEES

£42.6

2023: £44.1m

£5.2

2023: £6.6m

120

2023: 115

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

BUSINESS REVIEW CONTINUED

Energy services

The second half of the year began with

a sell-off in oil services stocks, erasing

earlier gains, amid lower oil prices and

investor uncertainty. Capital markets

activity was lower in the second half,

although Brazil’s deepwater market

continued to show strength. Credit

markets remained strong, and M&A

opportunities remained in focus.

Metals and minerals

2024 saw generally more positive and

stable trends in the metals and minerals

sector after a volatile 2023. Clarksons

Securities was actively engaged in

several transactions, particularly within

the strong credit market and M&A

segment in the mining industry.

Renewable energies

Despite some challenges around

investor appetite in the renewables

segment, underlying activity continued

to grow strongly, and investments

generally continued to be made, with

clients valuing assistance in navigating

growth and financing options. Despite

some delays to transaction execution

in certain subsectors, the renewables

coverage team completed various

private M&A and equity transactions

during 2024.

SECURITIES

Clarksons Securities is a sector-focused

investment bank for the shipping,

offshore energy, renewables and

minerals industries, with deep sector

knowledge and global reach driven

by research and relationships. Despite

facing a more challenging economic

backdrop, the division performed well

during the year. Increased activity in the

debt and equity capital markets offset

some of the reduction in activity in M&A

and convertible bonds.

Secondary trading

Activity in the secondary trading

sector fell in the second half of the year

on the back of reduced investor risk

appetite amid volatility and geo-political

uncertainty, as well as the ongoing

strength in the primary credit market.

While total trading volumes for 2024

decreased on 2023, the Clarksons

Securities team was still able to

executean increased number of blocks.

Shipping

The shipping industry experienced

a generally weak stock performance

in 2024, whilst in terms of capital market

activity, listed shipping companies

remained disciplined and focused on

returning capital to shareholders and

taking advantage of a strengthening

bond market.

Exploration & Production (‘E&P’)

Capital market transactions in the E&P

sector were robust, encompassing

both M&A and debt activities.

Clarksons Securities participated in

several transactions, and there is good

momentum going into 2025.

Debt capital markets

The Nordic high-yield bond market

experienced strong growth in 2024,

marking a record year in terms of

issuance volume and market activity,

and both existing bond issuers and new

entrants capitalised on the favourable

window. Across the year, Clarksons

Securities participated in transactions

across shipping, offshore and

naturalresources.

2024 SAW

INCREASED

ACTIVITY IN THE

DEBT AND EQUITY

CAPITAL MARKETS.

Services:

Securities

Project finance

Structured asset finance

CLARKSON PLC — 2024 ANNUAL REPORT

PROJECT FINANCE

Our project finance business is a

leading Nordic player within shipping

and real estate project finance, which

has in recent years offered investment

opportunities in modern fuel (and

carbon) efficient shipping and offshore

assets, with an overall focus on assisting

the shipping and offshore industry in

transitioning to more sustainable and

less carbon-intensive transportation.

Our project finance team recorded

good results in 2024, with healthy

investor interest in both shipping and

offshore projects supporting activity in

the Norwegian market. The attractions

of the Norwegian partnership model

encouraged more shipowners to

participate in the sector, and projects

were concluded across a range of

vessel segments. There remains good

availability of competitive bank finance

for non-recourse projects, and investor

interest remains promising.

STRUCTURED

ASSET FINANCE

Our structured asset finance business

provides clients with both general

advice and support on specific

financing and reporting requirements,

helping industrial clients and cargo

owners to structure bespoke financial

solutions and evaluate the impact of

changing accounting and environmental

regulations on the fulfilment of their

shipping finance requirements.

2024 was a successful year for our

structured asset finance team, with our

expertise helping clients to navigate

the wide range of available financing

choices and weigh up various financial,

legal, accounting, tax and risk transfer

implications. Our position as expert

independent financial advisers with a

first-class execution track record helped

us to develop new capital sources and

products to support our clients in a

fast-changing world.

The ship finance market generally

in 2024 was characterised by owners

lowering leverage and re-financing

existing facilities on lower margins

as they reacted to having more

liquidity on improved earnings. This

was countered slightly by a higher

interest rate environment during the

first half, increased liquidity costs and

upward pressure on margins for some

mainstream traditional shipping banks.

The mortgage-backed debt

market appears as a three-tier

market. The Poseidon Principles

banks offer lower margins than other

sources but access to funding is

usually limited to blue chip borrowers

for green vessels and/or projects.

HEALTHY

INVESTOR

INTEREST IN

SHIPPING AND

OFFSHORE

SUPPORTED

ACTIVITY IN THE

NORWEGIAN

PROJECT FINANCE

MARKET.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

BUSINESS REVIEW CONTINUED

However, savings remain relatively

modest compared to more conventional

financing. Non-Poseidon banks remain a

competitive source of finance with fewer

constraints, although pressure is still

growing to reduce portfolio emissions.

Restrictions on ‘financeable’ assets have

resulted in a growing third group of debt

lenders, represented by credit funds

and providers of private credit facilities,

typically seeking higher margins and

returns but offering cashflow-driven

leverage and with appetite for a wider

range of tonnage (including older

vessels).

Leasing remains the other main

asset-backed finance product

supporting the shipping sector, and

here too a tiered market is apparent.

In the first tier are products offered

by some larger Chinese leasing

companies, and French and Japanese

tax-based products. Generally

attractive terms led to a stable flow

of leasing transactions through 2024.

However, many lessors were focused

on preservation rather than active

growth of portfolios. The market also

continues to be served by some of the

smaller Chinese and European leasing

companies and some credit funds. With

typically higher margins, this sector has

seen some of the largest pre-payments

over recent years, and financier

responses have included retrenching

domestically and diversifying sectors

(eg offshore oil transactions).

Overall, there are plenty of financing

sources currently available for

investments in newbuilding and

secondhand tonnage, with a focus on

optimisation of financing arrangements

rather than securing funds. From a

macro perspective, the credit outlook

in 2025 appears broadly neutral, but

there are a range of risks from Chinese

and European economic trends,

uncertainty around US policy and

geo-political flashpoints.

PRESSURE FROM BANKS

IS GROWING TO REDUCE

PORTFOLIO EMISSIONS.

US$2.1

Value of the world fleet

and orderbook

CLARKSON PLC — 2024 ANNUAL REPORT

SUPPORT

—

Offering a wide range of services to the marine and offshore industries

at a range of strategically located ports in the UK, mainland Europe and Egypt.

SHARE OF REVENUE SEGMENTAL SPLIT OF UNDERLYING

PROFIT BEFORE TAXATION

EMPLOYEES

£65.0

2023: £56.6m

£7.7

2023: £6.4m

441

2023: 383

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

BUSINESS REVIEW CONTINUED

VESSEL AGENCY, PROJECT

LOGISTICS AND CUSTOMS

CLEARANCE

Through exceptional port agency and

first-class logistics services, our business

provides a range of solutions for clients

in the marine and energy sectors.

Record profits were achieved in 2024,

supported by project income, strong UK

grain imports, growth in the aggregates

business, oil and gas decommissioning

and offshore windfarm maintenance.

SHORTSEA BROKING

Our specialist shortsea broking team

saw significantly increased revenue

in 2024 despite softer freight rates,

with support from stronger UK grain

imports amid a poor harvest. The client

base and team also continue to grow

and collaboration with the dry cargo

shipbroking team within the Broking

division was enhanced.

GIBB GROUP

Gibb Group, the industry’s leading

provider of PPE and MRO products and

services and an experienced supplier

into the renewable energy sector,

made very good progress during 2024.

This included expanding the business’

offering in several UK and mainland

European locations, opening facilities in

the Far East to service regional offshore

wind activity and continued growth in

recently opened facilities. Performance

by Gibb Medical and Rescue, which was

acquired in early 2024, has exceeded

initial expectations.

EGYPT AGENCY

2024 was a challenging year for our

Egypt agency business, although the

team still delivered solid results. While

the drop in Suez Canal transits due to

vessel attacks in the Red Sea impacted,

increased Egyptian port calls, a new

strategic regional partnership and

increased chartering fixtures provided

some support.

STEVEDORING

Our stevedoring business, highly

experienced in loading and discharging

bulk cargoes, saw impacts in 2024 from

weaker UK grain exports, although

increased rental income from storage

volumes of imported grain helped to

offset the decline.

Services:

Shortsea broking

Gibb Group

Vessel agency, project logistics

andcustoms clearance

Stevedoring

Egypt agency

CLARKSON PLC — 2024 ANNUAL REPORT

RESEARCH

—

Delivering market-leading data and best-in-class insights

acrossthe sector to both our teams and our clients.

SHARE OF REVENUE SEGMENTAL SPLIT OF UNDERLYING

PROFIT BEFORE TAXATION

EMPLOYEES

£24.5

2023: £21.9m

£9.5

2023: £8.4m

157

2023: 141

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

BUSINESS REVIEW CONTINUED

Clarksons Research, the data and

analytics arm of Clarksons, are market

leaders in the provision of independent

data and intelligence around shipping,

trade, offshore and the maritime

energytransition.

Millions of data points are processed and

analysed each day to provide trusted

and insightful intelligence to thousands

of organisations across maritime,

supporting decision-making across our

increasingly complex markets.

Research performed encouragingly

over 2024. This continues a long-term

growth trajectory, facilitated by ongoing

investments into our proprietary

database, the delivery of trusted

insights and in the development of

our market-leading digital platform.

Recurring revenue has now reached

90% of sales across a client base

involving over 3,500 companies and

15,000 platform users. Research has

developed excellent client penetration

across all aspects of the maritime

ecosystem, including owners, financiers,

yards, equipment suppliers, government

agencies, energy, cargo, traders,

insurance and developers while also

expanding its position in Asia and

otheremerging markets.

Besides its role as a cash-generative and

industry-leading intelligence provider,

Research also continues to support the

Offshore Intelligence Network (‘OIN’)

provides data and analysis of utilisation,

dayrates and market supply and

demand of the offshore oil and gas fleet

including rigs, OSVs, subsea and floating

production. Supported by strong client

appetite as market conditions reached

all-time highs in some segments, sales

also benefited from the roll-out of

regional and country profiles leveraging

newly developed utilisation and

deployment data. Although market

conditions have softened in early 2025,

offshore oil and gas still supplies over

16% of global energy supply.

Renewables Intelligence Network

(‘RIN’) provides comprehensive data,

intelligence and analysis around

every offshore wind farm in the world

and the fleet of vessels that support

development and maintenance of

offshore wind farms. Despite mixed

market conditions in 2025, with project

sanctioning down but vessel dayrates

firm, offshore wind’s contribution to

global energy supply has reached 0.4%

and is expected to play a key long-term

role in global needs for both energy

transition and energy security. New

data on cable interconnectors, Power

Purchase Agreements and vessel sector

utilisation, alongside a series of country

briefings, were added to the offering.

Despite a strong competitive landscape,

sales grew in 2024.

Seanet has been developed in

conjunction with the Clarksons

technology business, Maritech. This

vessel movement system blends satellite,

vessel and land-based AIS data with

the Clarksons Research database of

vessels, ports and berths. Investments

into our underlying AIS data sources,

ourprocessing stack and the expansion

of cloud capacity were made.

Broking, Financial and Support divisions

and the Technology business with

differentiating data, research and profile.

These synergies were successfully

enhancedin 2024.

DIGITAL

Developments across our digital

platform included:

Shipping Intelligence Network

(‘SIN’), our market-leading offering

providing data and analysis tracking

and projecting shipping market supply

and demand, freight, vessel earnings,

asset values and macro-economic

data around trade flows and global

economic developments, experienced

strong sales growth in 2024. This was

supported by well-received intelligence

briefings on the market impacts of Red

Sea disruption, tariffs on car imports,

US East and Gulf Coast port strikes and

the building geo-political complexities

in a seaborne trade matrix that reached

12.6bn tonnes in 2024 and experienced

the fastest growth in distance of trade

for over 10 years. Our intelligence

flow also tracked many of the major

themes in the shipping markets in 2024:

cross-market strength in dayrates, albeit

with a softer tone in some segments

towards year-end; an energy security

and energy transition focus; volume

growth in the ‘gases’; additional

tonne mile demand from geo-political

disruption; active S&P markets; a strong

flow of newbuild orders; and continued

supply side constraints despite some

reactivation of shipyard capacity.

World Fleet Register (‘WFR’) sales

also grew strongly, as client interest

in shipbuilding capacity, alternative

fuels and energy saving technologies

strengthened. Besides providing

granular data on the world fleet, vessel

equipment, companies, shipyards

and ports, the WFR focuses on the

tracking of green technology and

decarbonisation across the shipping

industry, aligning with the broader

Group’s investments around the green

transition. New data and functionality

around ports, liner services, incidents

and vessel deployment were added to

this offering in 2024.

Services:

Digital

Services

CLARKSON PLC — 2024 ANNUAL REPORT

leading research unit. Investments into

our valuation technology offer has

supported our banking and leasing

clients in monitoring of their portfolios

and in meeting the needs of regulators.

Investments into headcount focused on

our Asian operations, with expansion

of our teams in Shanghai, Singapore

and Delhi. Our data analytics, digital

development, market analyst and

business development teams were also

expanded, in part through our highly

effective graduate programme. There

have been investments to fully digitalise

workflows across business development,

account management, renewals,

invoicing and KYC. Research is actively

pursuing investment opportunities.

SERVICES

Our dedicated services team, managing

data contracts and multi-year research

agreements across key corporates

operating in maritime, was very active

in 2024. There was strong demand and

uptake of our API offering, allowing our

powerful data to be embedded within

the workflows of clients, and also of our

modelling of forecasts for trade, fleet

development, shipbuilding capacity and

sector earning potential. Our valuation

offering remains the industry benchmark

for trusted valuations to the ship finance

market, leveraging the expertise of

the world’s largest shipbroker with the

diligence and technology of shipping’s

5,000

Digital platform

users

Contribution of

offshore oil and

gas to global

energy supply

12.6

Tones of global

seaborne trade

volumes in 2024

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

BUSINESS REVIEW CONTINUED

The client base continued to grow

across our Intelligence, Contracts and

Trade solutions, increasing the benefits

for all participants. The remaining

clients from the Mardocs acquisition

in 2023 migrated to Recap Manager,

providing the tanker industry with

a unified contract management

system. AI-powered features are being

developed, which will act as cognitive

amplifiers throughout the platform,

leaving users to focus on the vital

fixingprocess.

Meanwhile, our business unit

dedicated to contract management

for commodity transactions (ICP

commodities) made inroads into new

segments and onboarded a major

new grains client, while expanding the

platform’s functionality and gearing for

furtherexpansion.

Our technology arm, Sea, saw continued

progress and growth in its client base

through 2024. Our platform driving

the digitalisation of freight and fixtures

(‘The Intelligent Marketplace For

Fixing Freight’) is enabling charterers,

brokers and owners to benefit from

seamless workflows, access to the

right data at the right time, and

integrated governance, leading to better

optimisation of both dollars and carbon

when fixing freight.

A new Trade solution was launched

in 2024, with existing clients migrated

to a more modern technology base,

forming a solid foundation for the

Sea platform and offering a seamless

workflow, faster iterations and one data

structure. Compliance Manager was

also introduced in 2024, allowing users

to ensure compliance with increasingly

complex regulations within the

fixtureworkflow.

TECHNOLOGY

The Intelligent Marketplace For Fixing Freight.

CLARKSON PLC — 2024 ANNUAL REPORT

BUILDING A MORE

SUSTAINABLE

FUTURE

Managing our

environmental

impact

Focusing on our

people and our

communities

Maintaining robust

governance

practices

1 ENVIRONMENT

Drive the green transition in

shipping

Support the reduction of carbon

emissions across the maritime

industry through research,

innovation and expertise

Reduce our environmental

footprint

Take action to reduce our resource

consumption and achieve net zero

by 2050

Environment on

pages46 and 47.

2 SOCIAL

Support our people to thrive

Build a diverse and inclusive

workplace where we prioritise the

health, wellbeing and development

of our employees

Deliver impact in our communities

Support charities and communities

to deliver impact

Social on pages

48to57.

3 GOVERNANCE

Lead a responsible business

Operate with high standards

and integrity. Maintain trust with

our stakeholders and deliver

sustainablevalue

Governance

onpage58.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

OUR IMPACT

ESG GOVERNANCE

ESG GOVERNANCE STRUCTURE

Our strategy is to create long-term

sustainable value for all our

stakeholders, and we are committed to

enabling smarter, cleaner global trade.

Whilst our critical work in driving the

green transition in shipping is where we

can have the most impact, we continue

to progress initiatives to secure our

own sustainable future. Empowering

our people and communities is central

toour strategy.

Over the year we have continued to

develop our ESG governance. We

launched an ESG Steering Group

with appropriate members to drive

collaboration and progress. Following

the materiality assessment conducted

in 2023, we have advanced our data

maturity and, where possible, we have

set internal targets and action plans for

each material topic. We have clearly

defined responsibilities for our ESG

commitments which are overseen by

theESG Steering Group and monitored

by the CFO & COO and the Board.

We continue to work with specialist

external agencies that advise

onsustainability and reporting across

all areas of the business. During the

year, Clarksons Port Services and Gibb

Group developed their sustainability

programme with the appointment of

a dedicated sustainability manager.

Both companies have operations and

offer services which have specific

environmental considerations.

We are continuing to evolve our

ESG reporting to recognise market

and regulatory developments. We

are monitoring the developments,

announced in February 2025 regarding

the EU’s Corporate Sustainability

Reporting Directive (‘CSRD’) and

are considering their impact on the

reporting requirements of the Group.

WE HAVE CLEARLY DEFINED

RESPONSIBILITIES FOR OUR ESG

COMMITMENTS WHICH ARE OVERSEEN

BYTHE ESG STEERING GROUP AND

MONITORED BY THE CFO & COO

ANDTHEBOARD.

ESG STEERING GROUP

Chair and executive sponsor: CFO & COO

— Oversees and

drives forward the

implementation of

Clarksons’ internal

ESGstrategy

— Ensures that Clarksons

has appropriate policies

to effectively manage

and progress its

ESGstrategy

— Proposes ESG targets

and key performance

indicators for

Board approval and

monitors them on an

ongoingbasis

— Monitors ESG-related

requests from

stakeholders

BOARD

— Approval of Clarksons’ internal ESG strategy,

including ESG targets and key performance indicators

CLARKSON PLC — 2024 ANNUAL REPORT

WE ARE

UNIQUELY

POSITIONED

TO GUIDE THE

MARITIME

INDUSTRY

THROUGH THIS

UNPRECEDENTED

CHANGE.

CASE STUDY:

Reducing our emissions

Clarksons Port Services made a significant

step this year by transitioning from diesel to

Hydrotreated Vegetable Oil (‘HVO’) across our

heavy vehicle operations at Sentinel in Ipswich.

HVO is a 90% cleaner, more eco-friendly

alternative to diesel, offering substantial

reductions in carbon emissions and contributing

to a greener future.

We proudly received our first batch of HVO in

November 2024. With Sentinel consuming over

75,000 litres of fuel annually, this transition is a

significant step in reducing emissions and driving

us closer to our environmental goals.

ENVIRONMENT

Driving the green transition in shipping

Our purpose as a Company is to enable

smarter, cleaner global trade and to lead

positive change, which is aligned with

our strategy, in particular our strategic

pillars of Breadth, Reach, Understanding,

People and Trust (read more on pages

26 and 27). As an enabler of global

trade, we work closely with our clients to

lead and facilitate positive environmental

change in shipping through our Green

Transition offering. We are uniquely

positioned to guide the maritime industry

through this unprecedented change.

In line with our purpose and strategy,

the Board has set an objective to

work alongside our clients to minimise

emissions from the shipping industry by:

— Raising awareness and understanding

amongst our clients of changes in

IMO and EU regulation.

— Providing our clients with the

data and tools necessary to make

decarbonisation decisions.

— Helping clients to meet their

climate-related goals by working

withthem to identify solutions.

The Board assesses whether this

objective has been met through a

number of measures, which include:

— Developments in our Research

division to broaden the intelligence

available to clients.

— Investment in divisional teams

to better support our clients in

theirdecarbonisation strategies.

— Evolving our technology offering

to provide clients with the tools to

inform cleaner decisions.

The Board noted the progress set

out onthe next page against these

measures in 2024.

Reducing our environmental footprint

Every business must play its part in

achieving a more sustainable future.

AtClarksons, we are committed

to reaching net zero by 2050 and

to reducing resource consumption

across our operations. We continue to

implement energy-saving measures

within our offices and sites, such as

efficient lighting and heating, alternative

fuels and identifying sustainable

suppliers. Our sites in Aberdeen,

GreatYarmouth and Belfast now

operate with 100% renewable energy.

We also encourage our employees to

adopt sustainable practices, including

recycling and minimising waste, cycle

towork and electric vehicle schemes.

Over 2024, we have focused on

increasing our GHG emissions data

maturity, particularly within Scope3,

and analysing our emissions to identify

the areas with the greatest potential for

improvement.

A breakdown of our GHG emissions

in 2024 is to the right. Adetailed

overview of our 2024 environmental

performance can be found on pages

78and 79.

GHG EMISSIONS 2024 (TCO

1. Scope 1 680

2. Scope 2 (market basis) 1,300

3. Scope 3

7,116

1 Select Scope 3 emissions (business

travel, waste, water and paper).

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

OUR IMPACT CONTINUED

MEASURE UPDATE

Developments in our

Research division to

broaden the intelligence

available toclients.

— Growth of data streams on every vessel

type, supporting clients in selecting the

mostenvironmentally friendly ships.

— Enhanced provision of market-leading data

on alternative-fuelled vessels, Energy Saving

Technologies, vessel speed and CII ratings.

— Release of market impact assessments around

fuelling transition, IMOshort-term measures

andthe EUETS.

— Further enhancements of Renewables

Intelligence Network, providingleading data

on offshore renewables generally, including

thefast-growing offshore wind market.

— Development of the Clarksons Research

energy transition model, which supports our

clients in planning for the coming decades

aroundchanges in the energy mix.

— Increasing use of data and intelligence by the

global shipping industry, academic research

andpolicymakers as a trusted source.

Investment in divisional

teams to better

support our clients in

their decarbonisation

strategies.

— Focused the Gibb Safety and Survival business

in the Support division on meeting the needs of

the industry which supports the construction

and maintenance of offshore wind farms.

— Further development and expansion of the

Green Transition team, launched in 2021.

— Enhancement of expertise within the

newbuilding team to support clients in their

decisions regarding alternative-fuelled vessels,

thereby evolving the tonnage on the water

towards lower-emitting vessels.

— Deal-flow within the Securities business across

renewable and clean technology.

Evolving our technology

offering to provide clients

with the tools to inform

cleaner decisions.

— Introduction of Sea’s Carbon Exposure solution,

which empowers clients to manage voyage

carbon emissions and costs through forecasting

and tracking emissions.

CASE STUDY:

Executing shipping with greener outcomes

The steel industry alone accounts for more than

8% of the world’s CO

emissions. That’s why our

client, Stegra, the Sweden-based hydrogen and

steel producer, needed an exclusive shipping

partner who could help them achieve cleaner,

more carbon-efficient freight for their new steel

plant in Sweden.

We brought together a multi-disciplined team:

— Our Broking team is providing expertise and

insights across the deep sea and short sea

market to inform Stegra’s freight strategies.

— The Green Transition team is providing

guidance on how best to reduce CO

emissions from Stegra’s ocean supply chain.

This will include advising on alternative-fuelled

ships, speed-consumption calculations,

and adherence to regulatory and voluntary

carbon-reduction commitments, including the

newly introduced EU ETS and Fuel EU.

— Our Sale & Purchase/Projects desk is providing

visibility on yard availability and newbuilding

pricing. With this insight, Clarksons Securities

is liaising with owners on raising equity and

debt capital which will then be used to finance

the build of fuel-efficient ships, suitable for

Stegra’s requirements.

— The Digital Transformation team is focused

on integrating systems between the broking

team and Stegra to deliver relevant data

that will drive smarter and more sustainable

decision-making.

The result: a stronger, longer-term relationship

with a shared vision and goal across disciplines

that will help Stegra to operate and grow

sustainably. Clarksons is committed to playing

its role in ensuring the shipping industry

can meaningfully contribute towards the

global climate change agenda in ever-more

effectiveways.

CLARKSON PLC — 2024 ANNUAL REPORT

We run Employee Voice Forum

meetings which provide employees

withthe opportunity to raise and

discuss important topics with each other

and our Employee Engagement Director

(a Non-Executive Director). The forums

rotate geographically to ensure that

we receive a global perspective from

employees at all levels. Other initiatives

include monthly global and divisional

management forums, employee

pulse surveys, and regular internal

communications that feature company

updates and educational content.

Diversity, equity and inclusion (‘DEI’)

We are dedicated to attracting and

retaining a diverse range of talent. We

believe that our strength lies in the

diversity of thought, perspective, and

experience across our teams. Fostering

an inclusive culture and a strong

sense of belonging is a core priority

at Clarksons, and we strive to create

an environment where everyone can

contribute and thrive.

The maritime industry is a sector

that continues to face challenges in

attracting diverse talent, particularly

regarding gender. We continue to

expand our recruitment practices,

policies and campaigns to create a

diverse and inclusive workplace. We

have focused on removing barriers to

potential candidates and growing our

network of diverse talent pools.

This year we were pleased to join

Encompass Equality as one of its founding

members. The membership organisation

supports companies to advance

diversity, equity and inclusion with a

focus on investing in female retention

and progression. Over the next year,

we will be enhancing our DEI employee

training and data practices to improve

insights at all levels of the business.

SOCIAL

Supporting our people to thrive

Clarksons sits at the heart of global

shipping; we deliver world-leading

services that support our clients to

makethe best decisions for their

business. Through geo-political

disruption and environmental

challenges, our people keep trade

moving around the world with their

unparalleled expertise.

We invest in our people; we equip them

with the knowledge and resources they

need to navigate these huge market

moments through extensive training

and career development programmes.

Clarksons is a relationship-driven

business, and we are dedicated to

delivering a diverse and engaging

workplace where employees can

thriveand feel valued.

Employee engagement

Central to our success is a deep

commitment to engaging with our

people and understanding what matters

most to them. We foster a culture that

values open, transparent and direct

communication across all levels to

ensure that Clarksons is a great place

towork.

We equip our managers with the

tools and support they need to

engage meaningfully with their teams,

facilitating open and constructive

conversations that address the needs

and aspirations of our people. Regular

feedback and insights are encouraged,

with both informal communication

channels and more structured forums

enabling employees to share their

perspectives and contribute to shaping

the future of our business.

GENDER DIVERSITY

AS AT 31 DECEMBER 2024

SENIOR MANAGERS

1. Female 18 7.7%

2. Male 217 92.3%

1 Employees who have responsibility

for planning, directing or controlling

the activities of the Group, including

all directors of subsidiary companies.

ALL EMPLOYEES

1. Female 617 28.3%

2. Male 1564 71.7%

NEW JOINERS

1. Female 138 30.5%

2. Male 315 69.5%

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

OUR IMPACT CONTINUED

CASE STUDY:

Leadership Development Programme

Jae Sung Choi, from Clarksons Korea, completed

the Leadership Development Programme

thisyear.

“The Leadership Development Programme’s

objective self-assessment framework was

transformative, offering valuable insights into

my leadership approach. Through structured

feedback and reflection exercises, I gained a

deeper understanding of my strengths and

areas for growth, which has been instrumental

inshaping my leadership journey.

“The programme highlighted the importance of

empathetic team management, inspiring me to

initiate company social activities like hiking. These

initiatives have strengthened team bonds and

improved workplace dynamics. This has already

had a positive impact on team engagement and

collaboration.

“The Leadership Development Programme

provides essential tools for self-discovery and

practical leadership skills. It pushed me to think

beyond traditional management approaches

and implement meaningful team-building

initiatives. The experience has been invaluable

in developing a more inclusive and effective

leadership style.”

Recruitment and talent management

Clarksons delivers world-leading

expertise through our dedicated and

innovative people. Wecontinue to

attract and retain the best talent in

the industry. We partner with talent

agencies that share and support our

DEI aspirations, and ensure that we are

increasing the diversity of recruitment

pools. Our early careers initiatives

are having an impact on changing

the gender profile of our broking

workforce. The intakes of our Global

Trainee Broker Programme in 2023

and 2024 were both over 35%female.

We offer exceptional career

opportunities in a fast-paced, innovative

industry, where our employees are

encouraged to grow and challenge

themselves. We provide resources

and support that empower individuals

to develop into future leaders. Key

initiatives include an annual performance

review and bi-annual promotions

process, based on a consistent

competency-based performance

framework.

Clarksons Leadership

Development Programme

Our bespoke Leadership Development

Programme delivers a series of in-depth

training modules to business leaders,

supporting them to develop the skills

that they need to lead successful teams

that continually raise the bar. Modules

include personal leadership style and

communication skills, with participants

receiving detailed feedback from their

teams to reflect upon. This year we

were delighted to expand the training

programme with a virtual offering in our

Asia offices.

Learning and development

The maritime industry is fast-paced

and ever-changing. We create teams

that can quickly and effectively meet

the unique needs of each of our

clients. We foster an environment of

hands-on and integrated learning for our

employees, togive them an unrivalled

understanding of global shipping.

Learning and

development

opportunities

on page 51.

WE CONTINUE TO

EXPAND OUR

RECRUITMENT

PRACTICES,

POLICIES AND

CAMPAIGNS TO

CREATE A DIVERSE

AND INCLUSIVE

WORKPLACE.

Female intake in

our Global Trainee

Broker Programme

in 2023 and 2024

THE LEADERSHIP

DEVELOPMENT

PROGRAMME PROVIDES

ESSENTIAL TOOLS

FOR SELF-DISCOVERY

AND PRACTICAL

LEADERSHIP SKILLS.

CLARKSON PLC — 2024 ANNUAL REPORT

Alongside this experiential and

team-centred learning, we deliver

structured training through the

Clarksons Academy. Our global learning

portal encompasses technical and

industry training, as well as professional

and personal skills. This year we further

developed our training programme by

launching Clarksons Academy Plus, a

platform that features curated learning

pathways with access to thousands of

multilingual videos and modules.

Throughout the year we deliver seminars

and webinars on current affairs, key

topics, regulations and challenges

to ensure our teams can meet the

demands of the global shipping industry.

We have long-term partnerships with

initiatives such as the UK’s Maritime

Masters programme and support

employees to study for membership of

the Institute of Chartered Shipbrokers.

Health, safety and wellbeing

At the core of our operations is the

health, safety and wellbeing of our

people. This year, wehave continued our

commitment to supporting employees’

mental and physical health through

a variety of resources. These include

digital therapy services, access to the

Thrive mental health app, and our

comprehensive Employee Assistance

Programme.

Our approach to health and safety is

guided by the Group Health and Safety

Framework, which was approved by the

Board. To ensure effective oversight, the

CFO & COO has been appointed as the

sponsor for health and safety. The Group

Health and Safety Committee plays

a key role in monitoring compliance

with the framework, providing regular

updates, and reporting any concerns to

the Board.

Each site is responsible for managing

its health and safety practices in

alignment with the Group Health and

Safety Framework, whilst adhering

to local regulations and laws. Most of

our locations engage in office-based

activities, which are considered low risk.

However, certain higher-risk activities

within our Support division, such as

port agency operations and freight

forwarding, are managed separately

by a dedicated Health and Safety

Committee, reporting into the Group

Health and Safety Committee.

Launched in 2024

CLARKSON PLC — 2024 ANNUAL REPORT

STRATEGIC REPORT —

OUR IMPACT CONTINUED

Summer internships and

apprenticeships

Each year we run apprenticeships

and a summer internship to give

the next generation of talent insight

into the maritime industry. This year,

we welcomed interns to a number

of our global offices to learn from

teams across different departments.

Participants

in our 2024

Trainee Broker

Programme

Locations

welcoming

trainee brokers

LEARNING

ANDDEVELOPMENT

OPPORTUNITIES

—

Clarksons is committed to investing in the next generation of talent

andprovides numerous opportunities for young people from all

backgrounds to explore a career in the maritime industry.

Dry Cargo Shipping Diploma

Once again Clarksons delivered the

Dry Cargo Shipping Diploma. Now

in its 12th year, this five-day intensive

programme is designed specifically

for aspiring brokers and operators.

This year was our largest group to

date with 30 participants, including

Clarksons’ employees as well as

participants from clients who are

inthe early stages of their careers.

Trainee Broker Programme

Launched in 2023, our Trainee Broker

Programme continues to go from

strength to strength. The entry-level

programme provides candidates from

all locations and backgrounds the

opportunity to accelerate their careers

and to gain valuable experience in the

shipbroking industry.

The programme includes

rotational seats across some

ofour key shipbroking divisions,

with accelerated development

of technical, organisational, and

professional knowledge and skills.

Upon completion of the one-year

programme, trainees are considered

for a further one-year extension,

whichmay include a secondment

inone of our overseas offices.

In 2024 we grew our cohort of

trainees to 22 individuals across seven

locations, with 100% of trainees rating

their experience as ‘excellent’.

CASE STUDY:

Trainee Broker Programme

Hear from Eashwar Umaidurai, a trainee

based at our Singapore office:

“The various desks I’ve been on at Clarksons

have been exceptionally supportive, providing

comprehensive training, and invaluable

industry insights. From structured sessions

toreal-time guidance on deals, they create an

environment where questions are encouraged,

and growth is a priority. The open and

collaborative culture fosters both professional

development and personal confidence which

are fundamental for a trainee.

“A real highlight was successfully securing my

first fixture, which involved thorough market

analysis, strategic negotiation and aligning

client expectations. This achievement not only

bolstered my confidence but also gave me a

better understanding of the complexities of

the broking industry.

“The programme offers an unmatched

opportunity to immerse yourself in shipping,

combining structured learning with practical

experience. The mentorship, global exposure,

androbust support network make it an ideal

platform to start your career.”

THE PROGRAMME

OFFERS AN UNMATCHED

OPPORTUNITY TO IMMERSE

YOURSELF IN SHIPPING.

CLARKSON PLC — 2024 ANNUAL REPORT

Clarksons sponsored the launch

reception of the upcoming 2025 London

International Shipping Week, bringing

together representatives from our global

team with industry authorities and

maritime leaders.

Clarksons Research plays a pivotal

role in advancing maritime education

and research by offering access to

comprehensive data and insights

to over 60 maritime university and

research programmes worldwide. We

also provide data and intelligence to

inter-governmental organisations,

governments, regulators and various

industry and trade bodies, helping frame

debate and policy decisions around the

development of the shipping industry,

including climate change and safety

atsea.

DELIVERING IMPACT

IN OURCOMMUNITIES

Industry partnerships

We deeply value our partnerships with

associations and communities across the

maritime industry. Over 2024 we have

grown our long-term partnerships and

welcomed new ones to our networks.

The Women’s International Shipping &

Trading Association (‘WISTA’) remains

an important partner for Clarksons.

WISTA is an international networking

organisation whose mission is to attract

and support women in the maritime,

trading and logistics sectors. Our female

employees are encouraged to become

members and to attend training and

networking events.

Clarksons is a proud sponsor of

events hosted by Women Together –

anetworking community for women

inshipping, commodities and trading.

OVER 2024 WE

HAVE GROWN OUR

LONG-TERM

PARTNERSHIPS

AND WELCOMED

NEW ONES TOOUR

NETWORKS.

Partnering with

WISTA, to attract

and support

women in the

maritime, trading

and logistics

sectors.

Sponsoring

events hosted by

Women Together,

a networking

community

for women

in shipping,

commodities

andtrading.

CASE STUDY:

Contributing to the maritime

professionalservices community

This year, Sandra Rosignoli, our Group General

Counsel and Head of Compliance, was appointed

to the Board of Directors for Maritime London.

As an industry-led body representing the

UK’s maritime professional services, Maritime

London works to ensure that the UK remains

a world-leading location for maritime-related

business and trade.

I AM HONOURED TO BE OFFERED THE

OPPORTUNITY TO CONTRIBUTE TO THE

UKMARITIME PROFESSIONAL SERVICES

COMMUNITY. I HOPE, IN PARTICULAR,

THATMY VOICE CAN REPRESENT

MARITIME LONDON’S LEGAL AND

SHIPBROKING MEMBERS’ INTERESTS.

CLARKSON PLC — 2024 ANNUAL REPORT

STRATEGIC REPORT —

OUR IMPACT CONTINUED

Charitable giving and volunteering

Clarksons is a company of passionate

people; we are dedicated to giving back

to our communities and leading positive

change. We are incredibly proud of

how our teams generously offer their

time, energy and funds to support

the critical work of many charitable

organisations. 2024 was no exception,

asour teams poured their enthusiasm

into volunteering and fundraising. Just

some of the many highlights include:

— Our biggest ever Charity Giving

Day, ‘A Day at the Races’, saw 280

team members from 10 of our

global offices take to static bikes

and battle it out across famous

racetracks. The proceeds from the

day were donated to The Clarkson

Foundation.

— Clarksons hosted a career panel

discussion and participated in a

speed networking event to support

young people in reaching their

potential. The events were held in

partnership with the Renaissance

Foundation, an organisation that

supports young carers and patients.

— Our teams came together to donate,

wrap and deliver gift hampers, school

packs, hygiene kits and Christmas

gifts for different causes around

theworld.

— Inspiring employees completed

sponsored marathons, mountain treks

and challenges to raise money for

causes close to their hearts.

— Over the year, teams from across the

Group came together to renovate

community spaces, hold beach

clean-ups and support people

affected by natural disasters.

CASE STUDY:

Giving back to our communities

Vicki Oosthuizen from our Cape Town office is one of

Clarksons’ champion volunteers and fundraisers.

“2024 was perhaps the busiest and most rewarding year

forme personally. I was able to take on even more charitable

projects in South Africa and this was due to the amazing

support of my colleagues and The Clarkson Foundation.

“For one of our projects, my team and I renovated a creche

ina local township that supports 70 children from low-income

families. The creche receives very little financial support and

was in need of repair. We repainted the classrooms, built a play

area and provided furniture, toys and equipment. The creche

didn’t have running water so we installed a rainwater tank

and a pump to provide working toilets. Clarksons also kindly

sponsored the installation of a jungle gym – this was a real

winner with the kids!

“This was my big labour of love project, and I still continue to

visit the creche every second week to see how I can support

their needs.”

280

Employees

participated in

our Charity

Giving Day

THIS WAS MY BIG LABOUR

OF LOVE PROJECT, AND I

STILL CONTINUE TO VISIT

THE CRECHE EVERY

SECOND WEEK TO SEE

HOW I CAN SUPPORT

THEIR NEEDS.

CLARKSON PLC — 2024 ANNUAL REPORT

INTRO

FROM

THE

CHAIR

The Clarkson Foundation supported 18

charities through its grant programme

during the year. 20% of the total

grant value was directed toward new

charities, supporting them for the

first time, while80% was allocated to

charities with whom we already have

established relationships. This balance

allows us to expand the number and

diversity of great causes we can support

while deepening connections with

established and trusted partners to help

them achieve greater progress toward

theirgoals.

New causes we supported in 2024

ranged from smaller, impactful one-time

donations to more significant

investments. Some examples include:

— Ipswich Playbus “Dennis”: A small

but meaningful contribution helped

this mobile play service continue to

run, bringing joy to underprivileged

children in remote areas of Suffolk.

— Strongbones: A larger donation

funded the purchase and installation

of mobility equipment, directly

supporting individuals with serious

bone diseases.

— The Gurkha Welfare Trust:

Supporting veterans, their families

and communities in Nepal, a donation

funded the rebuild of a widow’s home

following a devastating earthquake.

When considering grants, we prioritise

the long-term impact of our donations

and the potential number of people it

will benefit. Now in our fourth year, we

wanted to build on some of the success

that had been achieved in previous years

and demonstrate ongoing commitment

to the causes we are passionate about.

By fostering deeper relationships with

charities we’ve supported before, our

aim is to amplify the impact they can

continue to make. Our relationships with

these charity leaders are built on trust

and proven results, and with regular

updates and conversations with them,

it reaffirms how our support is making

areal difference.

This was evident during the year

when the Trustees collaborated with

five charity leaders to identify new

initiatives and explore how different

fundraising milestones could translate

into meaningful projects. Having

these tangible goals in place inspired

Clarksons’ staff in their fundraising

efforts during Clarksons’ Charity Giving

Day, knowing how their generous

contributions would make a tangible

difference. I’m delighted to share

that across the fundraising from the

Charity Giving Day and the proceeds

from The Clarkson Foundation gala

dinner held the same day, we were

able to donate the sufficient amount

for all five charities toachieve their

identifiedprojects.

Learn more

Scan to learn more about the

Foundation.

Ipswich Playbus

“Dennis” – bringing joy

to underprivileged

children.

Jeff Woyda provides an

update on the Foundation’s

impact during the

galadinner event.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

OUR IMPACT CONTINUED

A NEW RELATIONSHIP

SETTO ACHIEVE

AMAZINGRESULTS

Beyond repeat financial contributions,

relationship-building has enabled us

to better understand the challenges

charitable organisations face, how

they overcome them, and how the

Foundation can provide further support

in the form of time, volunteering,

expertise and skill swap, or facility usage.

A fantastic example of this can be seen

in our relationship with UK-based youth

homeless charity, Centrepoint. We’re

delighted to announce a £1.25 million

donation to Centrepoint in support of

its Independent Living Programme.

Thedonation will go towards the

building of a new housing unit for

18 to 24 year olds, designed to help

break the cycle of homelessness.

Thejourney to get to this point has

not been straightforward with plenty

of planning applications and creative

thinking across a three-year period

to make it a reality. But the close

collaboration, determination and a

shared ambition between The Clarkson

Foundation Trustees and the project

leads at Centrepoint has made it

possible. Withplanning permission now

approved, we look forward to sharing

more on the development of ‘Clarkson

House’ and the success that it can bring

for the young people who will live there,

in their first step into independent living.

Clarksons was honoured to be a

part of the Centrepoint Awards in

October 2024. The evening was

hosted by charity patron HRH Prince

William, and recognises the incredible

achievements of the young people that

Centrepoint supports. Clarksons was

the proud sponsor of the Independent

Living Award which shines a light on

individuals demonstrating significant

independence despite facing personal

or societal challenges. I had the absolute

pleasure of presenting the award to an

inspiring young man named Andrew

who has thrived in managing his own

life with resilience, demonstrated

self-sufficiency, and served as an

example of determination and capability.

Once Clarkson House is complete,

many more will be able to follow in

thefootsteps of Andrew.

We look forward to growing these

relationships further and exploring

newones in 2025 and beyond.

Jeff Woyda

Chair of The Clarkson Foundation

We were joined by key

charity leaders at the

Foundation’s gala

dinner, including Ken

Cowen from the charity

School of Hard Knocks.

The Centrepoint Awards were hosted at

The British Museum. Jeff Woyda is

pictured on stage to present the

Independent Living Award (sponsored by

the Foundation), alongside charity patron,

HRH Prince William, Lady Kitty Spencer

and event host Claudia Winkleman.

CLARKSON PLC — 2024 ANNUAL REPORT

THE LOTUS

FLOWER

Since supporting The Lotus Flower,

we’ve heard about the positive impact

that the charity has had on hundreds

of people across Kurdistan who have

been displaced by conflict. Founder,

Taban Shoresh OBE, identified how

our support could help to complete

a shortfall in an existing women’s

business incubator and mental health

programme, which is providing

livelihood training and financial grants

for women, enabling them to start their

own sustainable business alongside

mental stability, suicide prevention

andtraumatisation support.

SPREAD A SMILE

Every year, this charity brings joy and

laughter to seriously ill children in NHS

hospitals and hospices around the UK.

Through in-person and virtual visits and

events, Spread a Smile’s entertainers,

magicians, artists, fairies and therapy

dogs enhance the wellbeing of young

patients, and help them and their

families tocope with the pain of serious

illness and hospitalisation. In reaching

our fundraising goals, Spread a Smile

were able to fund 72 further visits,

helping tomake over 1,000 children

smile.

Spotlight stories

RENAISSANCE

FOUNDATION

Located close to our London office, the

Renaissance Foundation supports young carers

and patients whose academic attainment could

be limited due to the extra responsibilities

and healthcare obligations they need to fulfil.

Thisyear’sgrant-giving will support 15 young

people to complete an employability skills and

mentoring programme which will include career

exploration activities, leadership skill workshops

and work experience placements, ensuring

that they have theessential skills they need to

succeedas theyleave formaleducation.

The Lotus Flower supports women

displaced by conflict to develop new

skills, such as sewing, to help rebuild

confidence and future prospects.

The team from Spread A Smile joined

in the fundraising efforts at Clarksons’

annual Charity Giving Day.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

OUR IMPACT CONTINUED

DIG

DEEP

Charity leader Ben Skelton and his team

have delivered life-changing impact for

thousands of people in Bomet County,

Kenya by bringing clean running water

to villages and schools. DigDeep has

proven approaches to installing spring

water systems, providing education on

good hygiene and safety within toilet

facilities at schools and promoting

community engagement to ensure

sustainable success. Ourfundraising will

do more of the same – bringing fresh,

clean, running water to a community

and building toilet blocks within the

local school. This basic amenity will help

over 5,000 people and ensure their local

economy can start togrow.

SCHOOL

OF HARD

KNOCKS

Many young people are at risk of losing

their way in school, at risk of exclusion

or venturing into anti-social behaviour,

for many different reasons. SOHKs is

a social-inclusion charity, using rugby

and mentoring sessions to help young

people make positive changes to their

behaviours, attitudes and mindsets.

We’re delighted to continue our

support for the Bacon’s College girls

programme for the 2024-25 academic

year, which will fund the staffing,

training and qualifications that the

professionals needto support young

people effectively, along with additional

resources for some of the pupils who

may not be able to afford sports kits

orawaydays.

Teachers and school children at

Kenene Primary School in Bomet

County, Kenya have directly

benefited from the installation

ofsanitary watersolutions.

The programme at Bacon’s College

is supporting 11 to 16 year girls

across the 2024-25 academic year.

Spread a Smile entertainers

in action at an event

hosted in the summer.

CLARKSON PLC — 2024 ANNUAL REPORT

WE HAVE A DEEPLY

EMBEDDED

CULTURE OF

ETHICS AND

COMPLIANCE AT

CLARKSONS.

See more online

Modern Slavery and

Human Trafficking

Statement at www.

clarksons.com/2024-

modern-slavery

GOVERNANCE

Leading a responsible business

Ethics and Compliance atClarksons

We conduct our business responsibly

and operate with the highest standards.

With robust governance, we maintain

trust with our stakeholders and deliver

sustainable value. Our principles, policies

and practices are designed to ensure

that we:

— Act honestly, fairly and with integrity

at all times, and that we comply with

all applicable laws.

— Treat our employees, clients,

contractors, suppliers and other

stakeholders fairly and with respect.

— Create a high-quality, equal

opportunity workplace for all our

employees, based on merit and free

from discrimination, bullying and

harassment.

— Respect human rights.

We have a deeply embedded culture

of ethics and compliance at Clarksons.

We have a risk-based compliance

programme which includes risk

assessments across numerous factors

including the location of our operations,

our industry, the regulatory environment,

potential clients and business partners,

transactions with foreign governments,

gifts, travel and entertainment.

Our Compliance Code contains a

suite of policies and procedures that

mitigate legal risks such as sanctions

breaches, bribery and corruption, money

laundering, insider dealing, market abuse

and conflicts of interest. A clear and

accessible whistleblower policy supports

anonymous reporting of misconduct to

an independent external provider. Each

year all employees, officers and Board

members are required to read and

commit to our Compliance Code, and to

complete mandatory bespoke training

to ensure that our policies are integrated

into the organisation. Additional training

is given to employees in relevant

control functions. The Audit and Risk

Committee oversees our compliance

programme.

Sanctions

Clarksons is renowned for its exceptional

sanctions compliance programme. With

the largest KYC team in the industry, we

set the highest standards in sanctions

risk management. Our programme

includes bespoke proprietary tracking

tools and illicit behaviour risk tools. Our

robust approach safeguards both our

operations and, by extension, our clients.

Human rights and modern slavery

We believe that the respect of human

rights is integral to being a responsible

business and we are committed to

treating individuals with respect and

dignity.

Clarksons places value on difference and

believes that diversity of people, skills

and abilities is a strength that helps the

business and the individuals within it to

thrive. Anydiscrimination based on race,

religion, nationality, gender, age, marital

status, disability, sexual orientation or

political affiliation is prohibited within

the business. We are committed to

providing a workplace free of any form

of harassment or discrimination and

expect our suppliers to do thesame.

Our Supplier Charter asks our suppliers

to commit to respecting human rights,

diversity, inclusion and the environment.

Suppliers are required to have effective

systems and controls in place to prevent

modern slavery. Our General Terms

and Conditions also include client

obligations to comply with modern

slavery legislation.

We continue to review the effectiveness

of our current arrangements and,

where necessary, implement additional

safeguards and procedures. In line with

the Modern Slavery Act 2015, we publish

an annual Modern Slavery and Human

Trafficking Statement on our website.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

STRATEGIC REPORT —

OUR IMPACT CONTINUED

OUR CLIENTS

Who they are

We have over 5,000 clients globally

which includes charterers, vessel owners,

trust funds, investors and ship agents.

What they care about

— Integrity

— Quality of service

— Expertise

— Trusted advisor

— Innovation and technology

— Market leadership

— Sustainable products and solutions

— Business conduct

Why they are important to us

As the world’s leading provider of

integrated shipping services, our

market-leading technology and

intelligence set us apart. This allows us

to influence client decisions at every

step of the shipping lifecycle and form

the trusted partnerships with our clients

that continue to drive our business.

How we engage with them

Adopting a bespoke approach is key

to how we engage with our clients.

Thisincludes:

— Client meetings and presentations

— Client forums

— Client feedback and input into

product development

— Social media

— Website

Issues raised during the year

— Decarbonisation of the industry,

including the fuelling transition

(transition in the industry away from

conventional fuels for vessels), energy

transition (impact on trade flows of

changes in energy usage) and growth

of the offshore renewables market

— The digital transformation of the

industry

— Impact of geo-political uncertainty on

trade flows and supply chains

Actions and outcomes

— Continued focus from the Green

Transition team on working

with clients on understanding

evolving regulations and broader

decarbonisation strategies

— Continued investment in and

development of technological

solutions (eg to facilitate

decision-making to support

decarbonisation of the industry,

and to support negotiation and

management of freight transactions)

— Continued development of our

sanctions compliance programme

We have identified the following as

our principal stakeholders:

OUR CLIENTS

OUR PEOPLE

OUR SHAREHOLDERS

OUR COMMUNITIES

COMMITTED

TO EFFECTIVE

ENGAGEMENT

—

We recognise the value of building strong relationships

with our stakeholders to gain a better understanding of what

matters to them and how our decisions will impact them.

CLARKSON PLC — 2024 ANNUAL REPORT

STAKEHOLDERS

Issues raised during the year

— The green transition

— Strategic client engagement

— Leadership in complex global markets

— The digital transformation of

theindustry

— ESG agenda

— CSR priorities

Actions and outcomes

— New training and development

andcross-business collaboration

onkey market developments around

digitisation and the green transition

— Funding and supporting charitable

causes that are meaningful to our

people and communities

— Evolution of ways of working and

bringing the Group together: new

channels of communication, new

networks of collaboration and a

consistency of knowledge sharing

— Continued focus on leading in a

complex world, and enhancement

offocus on management and

leadership skills and competencies

— Continued evolution of our ESG

governance and, where possible,

thesetting of internal targets and

action plans for each material topic

OUR PEOPLE

Who they are

We have over 2,100 employees across

more than 60 offices in 25 countries.

What they care about

— Client relationships

— Maintaining market position

— Broad experience and leading

theway in industry change

— Culture and values

— Training and development

— Employer brand

— Reward and benefits

— ESG

Why they are important to us

As a trusted advisor to our clients

leveraging market-leading intelligence

enabled by technology, our people are

our biggest asset. We continually strive

to engage, develop and retain them.

How we engage with them

— Leadership and divisional

management forums

— Employee Voice Forum

— Global conferences

— Active management

— Performance management

— Training and development

— Internal communications channel

(Voyage)

— Social media

— Digital platforms

— Social and networking opportunities

— CSR activities

2,100

Employees

Clarksons offices

Countries in

which Clarksons

operates

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

STRATEGIC REPORT —

STAKEHOLDERS CONTINUED

OUR COMMUNITIES

Who they are

The shipping community, industry-

related partnerships and the wider

communities in which we operate.

What they care about

— Authoritative data and intelligence

— Sustainability

— Clarksons as a responsible group

— Employment opportunities

— Charities and community causes

Why they are important to us

All participants in the wider shipping

community play an important role

in shaping the industry in which we

operate, as well as being our current,

and potentially, our future clients.

Furthermore, we want to have a positive

and lasting impact on communities,

andfundamentally believe that behaving

ina socially responsible way is the right

thing to do.

How we engage with them

— Publications and our database

— Sharing of expertise and knowledge

through participation in industry

forums and employee directorships

of shipping-related boards

— Industry partnerships

— Volunteering

— Charitable donations

— Social media

Issues raised during the year

Decarbonisation of the industry,

including the fuelling transition

(transition in the industry away from

conventional fuels for vessels), energy

transition (impact on trade flows of

changes in energy usage) and growth

ofthe offshore renewables market

Actions and outcomes

— Continued support of already

established industry partnerships and

establishment of new partnerships

— Provision of Sea technology modules

to maritime universities at a heavily

reduced price

— Focus on our local communities

through charitable giving and

employee volunteering

— Continued charitable giving by

TheClarkson Foundation

— Continued evolution of our ESG

governance and, where possible,

thesetting of internal targets and

action plans for each material topic

OUR SHAREHOLDERS

Who they are

Our shareholders range from small private

investors to large institutional investors.

What they care about

— Operating and financial performance

— Strategy and outlook

— Shareholder value creation

— Dividend policy

— ESG performance

— Remuneration

Why they are important to us

Our shareholders own our business and

provide us with the capital that enables

us to continue to grow the business.

How we engage with them

— One-to-one meetings

— Investor roadshows

— Capital markets days

— Analyst briefings

— Half year and full year results presentations

— Annual Report

— AGM

— Website

Issues raised during the year

— Strategy

— Business performance and prospects

— Sustainability matters

— Diversity

— Executive remuneration

— Succession planning

Actions and outcomes

— Continued strong financial

performance

— Maintenance of the Company’s

progressive dividend policy

— Enhanced understanding of the

Company’s executive remuneration

structures

— Continued evolution of our ESG

governance and, where possible, the

setting of internal targets and action

plans for each material topic

CLARKSON PLC — 2024 ANNUAL REPORT

Our risk profile continues to evolve

as a result of fast-changing market

conditions and regulations; global

macro-economic and geo-political

uncertainty with associated market

volatility; increasing cyber crime; and

climate change.

This evolving external context also

brings strategic opportunities such as

the green transition and technology, and

data-driven commercial options which

enable us to lead positive change in the

shipping industry and develop the tools

to future-proof our business.

Our risk management framework

ensures that we manage risks against

a risk appetite that seeks to protect

on the downside, while promoting the

necessary entrepreneurism to seize

opportunities which further our strategy

to create value for shareholders and

other stakeholders.

Risk environment

Our business model determines our

inherent internal risk.

As intermediaries, we are bound by the

scope and authority determined by our

General Terms and Conditions, which

are communicated to our clients on

commencement of business.

EFFECTIVE

R I S K

MANAGEMENT

—

Preserving the integrity and reputation of the

Clarksons brand in a fast-changing world.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

RISK MANAGEMENT AND PRINCIPAL RISKS

We do not take principal trading positions,

other than in exceptional circumstances in

the Financial division should there be a failure

of a client to meet its obligations during the

settlement period.

The strength of our balance sheet comes

from cash and other current working capital

balances which grow with our consistently

profitable business. Our profit and cash flows

are not exposed to asset valuations or the

risk of loss or damage to physical assets of

material value integral to our day-to-day

business.

Aside from regulatory capital commitments

in our regulated entities, we are not required

to commit amounts of capital in the conduct

of our day-to-day business. The Group has

noborrowings.

Risk culture

Risk management is an integral part of all

of our activities. Risks are considered in

conjunction with opportunities in all business

decisions. We focus on the principal risks

which could affect our business performance

and therefore the achievement of our

strategic objectives.

Our flat management structure and culture

of open communication across all areas of

the business enables employees to identify,

assess, manage and report current, potential

or emerging risks to senior management

in a timely manner. Employees are actively

encouraged to suggest improvements to

processes and controls.

Risk appetite

Risk appetite reflects the overall level of risk

we are willing to seek or accept in order

to achieve our strategic objectives and is

therefore at the heart of our risk management

processes. Determining the nature and

extent of the risks we are willing to take is

the responsibility of the Board. Our aim is

to manage each of our principal risks and

mitigate them to within their agreed

individual risk appetite levels.

The Board approves the Group’s policies,

procedures and controls. This process

enables, where possible, a reduction in risks

to the tolerance levels set by the Board.

In determining its risk appetite, the Board

recognises that a prudent and robust

approach to risk mitigation must be carefully

balanced with a degree of flexibility so that

appropriate levels of risk are accepted in line

with our strategy, and the entrepreneurial

spirit which has greatly contributed to the

success of the Group is not inhibited.

Control environment

Our internal control system is embedded

into our culture and encompasses the

policies, processes and behaviours that,

takentogether:

— facilitate its effective and efficient

operation by enabling us to respond

appropriately to significant risks that

prevent us from achieving our objectives.

This includes the safeguarding of assets

from inappropriate use or from loss or

fraud, and ensuring that liabilities are

identified and managed;

— ensure the appropriate quality of internal

and external reporting. This requires

the maintenance of proper records and

processes that generate a flow of timely,

relevant and reliable information that

enables management to make appropriate

strategic and operational decisions; and

— ensure compliance with applicable laws

and regulations.

Our internal control system is designed

to evaluate and manage, rather than

totally eliminate, risk and can only provide

reasonable, and not absolute, assurance

against material loss or misstatement.

The Group continually seeks to improve

and update existing procedures, to

identify material controls, to introduce new

controls where necessary and to evaluate

emergingrisks.

It is clearly communicated to all staff that

they are responsible for ensuring compliance

with Group policies, identifying risks within

their business and ensuring these risks are

controlled and monitored in the appropriate

way. Annual mandatory training reinforces

this approach.

RISK MANAGEMENT

IS AN INTEGRAL

PART OF ALL OF

OUR ACTIVITIES.

Our strategy on

pages 26 and 27.

Market trends on

pages 2 to 9.

Principal risks on

pages 66 to 70.

Audit and Risk

Committee Report

on pages 108 to 116.

CLARKSON PLC — 2024 ANNUAL REPORT

— Managing risk to protect operations

anddeliver strategic opportunities.

— Setting the Group’s strategic objectives and

determining the nature and extent of the

risks it is willing to take (the risk appetite)

inachieving these strategic objectives.

— Establishing risk management policies,

keycontrols and procedures to ensure that

they continue to be effective and protect

theGroup’s stakeholders.

— Maintaining the Group’s system of internal

controls and risk management and reviewing

the effectiveness of these systems annually.

— Overseeing the development of internal

control procedures which provide assurance

that the Group’s material controls are both

designed and operating effectively and are

sufficient to counteract the risks to which

theGroup is exposed.

— Undertaking an annual review of the

Group’sinternal controls and procedures.

— Reviewing the adequacy and effectiveness

of the Group’s risk management systems

andprocesses.

— Reviewing internal control observations raised

by the External Auditor as part of the audit

process, andtheir remediation.

— Considering all internal audit reports,

andoverseeing implementation of

associatedrecommendations.

— Ensuring effective risk identification,

assessment and mitigation is

performedacross the business.

— Embedding risk management processes

and internal controls across divisions

andfunctional areas to mitigate risks

— Ensuring risk awareness and safety

cultureisembedded across the business.

THE BOARD

IS RESPONSIBLE FOR:

THE AUDIT AND RISK COMMITTEE

IS RESPONSIBLE FOR:

OPERATIONAL MANAGEMENT

IS RESPONSIBLE FOR:

Top down

Risk oversight and assessment

Bottom up

Assessment at operational level

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

RISK MANAGEMENT AND PRINCIPAL RISKS CONTINUED

The Board recognises that it has limited

control over many of the external risks

it faces, including the macro-economic

and geo-political environment and

climate change. It nevertheless reviews

the potential impact of such risks on the

business and actively considers them in

its decision-making. The Board monitors

the principal risks at each Board

meeting.

Every year, through the ongoing

integration of culture and compliance,

supplemented with mandatory training,

we make further progress in embedding

our risk management approach with all

employees. Using our risk management

system, we continue to improve

risk awareness, refine key controls

and enhance procedures to further

mitigaterisks.

The Board and senior management

take a forward-looking approach to risk

to ensure early identification, timely

assessment and, where necessary,

mitigation of new and emerging

risks, such that they can be evaluated

alongside known and continuing risks.

Priority for 2025

During the year, ahead of the updated

Provision 29 of the UK Corporate

Governance Code coming into effect

for the year ended 31 December 2026,

a comprehensive review of controls

commenced to identify those controls

which are deemed to be material

and to rationalise the number of risks

and controls. This work will remain a

priority in 2025, alongside our regular

risk management activities. In light

of continually evolving geo-political,

cyber and technological challenges in

particular, we will continue to monitor

the effectiveness of our controls and

take action as needed to both protect

the Group and allow opportunities

to be acted on within a controlled

environment.

Approach and framework

Our approach to assessing our risks, as well as maintaining and strengthening

ourrisk management and internal control framework, follows these stages:

IDENTIFY AND

DOCUMENT

1 Identify current and emerging risks facing

theGroup, including an appraisal of the extent

towhich the risk is affected by climate change.

2 Document risks on a centrally managed

riskregister.

3 Identify the level of appetite appropriate

foreach risk.

EVALUATE

LIKELIHOOD

ANDIMPACT

4 Assess the likelihood of occurrence of each

riskover a 36-month period.

5 Evaluate the potential impact of each risk

ontheGroup using a quantified scale.

ASSESS AGAINST

APPETITE

6 Determine the strength and adequacy

ofthecontrols operating over each risk.

7 Identify and assess the effect of any mitigating

factors on both likelihood and impact.

8 Compare the residual risk against the identified

risk appetite.

9 For each principal risk, identify if the risk

exceeds appetite, and if so the extent.

CONTROL AND

MONITOR

10 Document the plan to deliver enhanced controls

and, where necessary, to bring the risk within

appetite.

11 Consider the level of assurance derived from the

Three Lines of Defence, including internal audit,

and any recommended remedial actions.

12 Monitor all risks, any emerging risks, any changes

to the level of risk appetite and thestatus of the

plan on a regular basis. Report any significant

changes to the Audit and Risk Committee.

Enhance controls and take other corrective

actions as required.

CLARKSON PLC — 2024 ANNUAL REPORT

The backdrop to 2024 has been one of

continued geo-political instability and

increasingly sophisticated cybercrime.

Against this wider context, whilst no

changes were necessary to the principal

risks in 2024, the Board determined that

the risk factor of both macro-economic

and geo-political factors and cyber risk

and data securityshould be increased.

The risks that follow, whilst not

exhaustive, are those principal risks

which we believe could have the

greatest impact on our business, and

which link to the Group’s strategic

objectives (set out on pages 26 and

27). The Audit and Risk Committee

and the Board review these risks in the

knowledge that currently unknown,

emerging or immaterial risks could

turn out to be significant in the future,

and the Board confirms that a robust

assessment has beenperformed.

Whilst not a principal risk for the Group

at this time, we consider climate change

to be a thematic risk which potentially

impacts a number of our principal

risks. The Audit and Risk Committee

recognises that the assessment of

the opportunities and the impact on

principal risks arising from climate

change requires consideration of

much longer timescales beyond the

36 months used in the viability analysis

on page 81, and will continue to take a

long-term view of the potential impacts

and mitigants for the Group. In leading

positive change in a fast-changing

world, we continue to assess and

manage areas where climate change

can impact our business and clients, and

seek ways in which we can proactively

support our clients through the

greentransition.

WHILST NOT A

PRINCIPAL RISK

FOR THE GROUP

ATTHIS TIME,

WECONSIDER

CLIMATE CHANGE

TO BE A THEMATIC

RISK WHICH

POTENTIALLY

IMPACTS A

NUMBER OFOUR

PRINCIPAL RISKS.

PRINCIPAL

RISKS

—

We have maintained our focus on both our principal risks and emerging

risks, and confirm that a robust assessment has been performed.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

RISK MANAGEMENT AND PRINCIPAL RISKS CONTINUED

Risk

Macro-economic and geo-political factors Changes in the broking industry

Change in risk

factor since 2023

Link to strategic

objective

Growth

Description The strength of, and changes in, world trade, global GDP

and other general economic fluctuations impact the

demand for and supply of ships.

Supply/demand imbalances cause fluctuations in freight

rates. If freight rates, volumes or asset prices fall, the

commission that we receive will also fall.

Whilst world seaborne trade increased in 2023, is

estimated to have grown in 2024 and is forecast to

continue to grow in 2025, there were considerable

uncertainties in the geo-political landscape during 2024,

including significantly heightened tensions across the

Middle East and as a consequence of the Russia-Ukraine

conflict.

Clients are becoming increasingly sophisticated and

looking to technology to provide efficiencies, access to

more intelligence for informed decision-making anddata

to meet their reporting requirements. Consideration of

environmental factors is also coming tothe forefront of

clients’ strategy.

These changing requirements create business

opportunities for the Group as a trusted advisor to our

clients. Failure to consider thesechanges, both at a

strategic and operational level, could lead to a loss of

market share, loss of revenue and reputationaldamage.

Controls/

mitigating factors

— We are not dependent on any one country’s

economy as our operations and clients are located in

all major maritime and trade centres globally.

— Our business model is built on the ability to deal with

downturns and remain profitable. As our employee

remuneration is weighted toward profit-related

variable compensation, overheads are responsive to

swings in asset values and freight rates.

— We have the resources and capability available to

open offices in new locations, mitigating the reliance

on regional performance.

— Due to our broad product offering and expertise,

we are well positioned to find new opportunities in

volatile market conditions and can take advantage

ofmarket turnarounds.

— We review the performance of each office and

product line at least monthly.

— Monitor and develop technological applications

toremain best-in-class.

— Monitor competitors’ activities in terms of product

offerings and react accordingly.

— Maintain strong client relationships and continuously

improve our offering based on our clients’ broking

requirements.

— Enhance our service offering to our clients and

future-proof our business through the Sea suite

ofsophisticated technological tools.

— Provide our brokers with insights into the near-

andfuture-term shipping market through our market

research and analysis, positioning them to support

our clients to make smart decisions.

Activities

in 2024

Our results for 2024 show the robustness of our

strategy and business model against volatility in

ourmarkets.

Market trends

onpages2 to 9.

— We continued our strategy to be at the forefront

of the digital transformation of our industry by

investing in the Sea suite of tools to ensure that

we anticipate and meet the evolving needs of our

clients.

— We continued to invest in internal tools for trade

to provide our brokers with the best technology

toservice our clients.

— We further grew our in-house specialist Green

Transition team to complement our brokers’ offering,

helping clients understand, plan for and comply

withchanging environmental requirements.

— We actively worked to take advantage of the

opportunities which arose across all verticals from

the green transition, as a result of the IMO target

set for 2030. This will position the Group to play a

strong role in these fast-changing markets over the

longer term.

— We expanded our research to both meet clients’

needs and to ensure the best market intelligence

forour Broking teams.

Business review

on pages 28 to 43.

CLARKSON PLC — 2024 ANNUAL REPORT

Risk

Adverse movements in foreign exchange Financial loss arising from failure of a client

to meet its obligations

Change in risk

factor since 2023

Link to strategic

objective

Growth Understanding | Growth

Description The Group can be exposed to adverse movements in

foreign exchange as our revenue is mainly denominated

in US dollars and the majority of expenses are

denominated in local currencies, whilst we continue to

report in sterling.

The average exchange rate in 2024 of US$1.28/£1 was

similar to that in 2023 when the average was US$1.25/£1.

There is a risk of a weakening in the US dollar.

Uncertainty in our markets continues to affect the

amount of debt that may be recoverable. Furthermore,

any forward order book values may have to be written

off, thereby impacting future income as well as existing

booked income.

Controls/

mitigating factors

— Hedge currency exposure through forward sales

ofUS dollar revenues.

— Sell US dollars on the spot market to meet local

currency expenditure requirements.

— Continually assess rates of exchange, non-sterling

balances and asset exposures by currency.

— Maintain good relationships and communication

withour clients.

— Regularly monitor global client debt levels and

cash collections using information from a range

ofsources.

— Raise provisions as necessary based on ageing of

balances, disputesor doubts over recoverability.

Activities

in 2024

— We continued to apply our hedging strategy

consistently and, as at 31 December 2024, the Group

had hedges in place for 2025, 2026 and 2027 of

US$120m, US$70m and US$35m respectively.

Our financial risk

management objectives

and policies in note 27

on pages 190 to 193.

— We continued to provide for doubtful debts

onaconservative basis.

— There were no unexpected losses arising from

aclient failure in 2024.

Our trade receivables

innote 15 on pages 179

and 180.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

RISK MANAGEMENT AND PRINCIPAL RISKS CONTINUED

Risk

Cyber risk and data security Breaches in rules and regulations

Change in risk

factor since 2023

Link to strategic

objective

Trust Trust

Description Financial loss, reputational damage or operational

disruption resulting from a major breach in the

confidentiality, integrity or availability of our IT systems

and data.

A breach could be caused by an insider, an external

party, inadequate physical security, insecure software

development, or inadequate supply chain management.

The market continues to see high volumes of

targeted phishing type emails and ransomware

attacks. The prevalence of zero-day attacks and the

ever-increasing sophistication of social engineering are

further examples of the risks we face.

Breaches of regulations, intentional or unintentional,

could have a significant financial and reputational

impact on the Group. In regulated entities, this could

result in the loss of licences required to operate.

Regulations that could be breached include laws

governing sanctions, bribery and corruption,

market abuse (including insider dealing and market

manipulation), money laundering, facilitation of tax

evasion, data privacy, and health and safety.

Controls/

mitigating factors

— IT controls include regular penetration testing,

monthly network vulnerability scans, market-leading

anti-virus and firewall technologies, email scanning

enhanced authentication and access control

requirements.

— Operational processes include 24/7 cyber threat

monitoring, strict segregation of duties, stringent

procedures for granting and removing access,

frequent disaster recovery testing and regular cyber

awareness training for all employees.

— Investment in compliance, KYC and legal functions.

— Policies and procedures for all areas.

— Regular training including mandatory annual training

in all areas.

— Due diligence performed on clients, vessels and

transactions.

— Various internal controls to identify, block, escalate

and record activity that may be prohibited.

— Regular monitoring and audits of relevant

internalcontrols.

Activities

in 2024

— We continued to invest significantly in providing

enhanced security policies, appropriate technical and

operational controls, skilled resources and up-to-date

training dedicated to the prevention of cyber crime,

both in an office and remote working environment.

— Enhanced access control technologies and additional

security monitoring, alerting and mitigation

capabilities were implemented to combat the

increased threat.

— Updated global risk assessments across

variousareas.

— Increased and upgraded resources in KYC,

sanctionsand compliance support.

— Reviewed and amended various policies, created

additional policies and procedures, introduced

various additional internal controls and upgraded

functionality of various internal controls.

— Created additional training.

Leading a responsible

business on page 58.

CLARKSON PLC — 2024 ANNUAL REPORT

Risk

Loss of key personnel – normal course

ofbusiness

Loss of key personnel – Board members

Change in risk

factor since 2023

Link to strategic

objective

People People

Description As a relationship-driven business, our success depends

on the experience, reputation and performance of

our specialist teams across the Group. Losing key

personnel could impair our coverage of a particular line

of business.

The strength of shipping markets has improved the

financial position of competitors and thus their ability

topoach our staff through enticing financial packages.

At the Annual General Meeting in May 2025,

the Company will seek approval of its Directors’

Remuneration Report (‘DRR’). There is a risk that

shareholders will not appreciate the context of the

existing contractual arrangements for the Executive

Directors (as reflected in the shareholder-approved

Directors’ Remuneration Policy). This could result in

shareholders voting against the binding resolutions

tore-elect individual Non-Executive Directors.

Controls/

mitigating factors

— We offer competitive remuneration, a wide range of

progressive employee benefits, an excellent working

environment and a working culture that is inclusive for all.

— Employment contracts include restrictive covenants,

appropriate notice periods and gardening leave

provisions to prevent the loss of key information.

— Group and divisional organisational and

management structures provide clarity of strategic

direction and goals.

— Global mobility is encouraged and supported

wherever possible.

— We invest in our teams’ personal and professional

development.

— Succession planning and a bi-annual promotions

process encourage long-term retention of key

personnel.

— Cross-divisional and business collaboration is actively

encouraged and key procedures are documented.

— Significant shareholder engagement programme

undertaken.

— Full disclosure in the DRR of the reasons for our

remuneration structure.

— Regular review by the Nomination Committee

of Board and committee membership to ensure

continuity of operation should the risk materialise.

Activities

in 2024

— Continued focus on strategic hires and internal

promotions to expand the pipeline of future leaders.

— Further embedding of our competency and

behaviours framework to support leadership and

employee development, performance management

and promotions based on consistent criteria of

performance requirements.

— Continued to roll out learning resources for employee

development, including our bespoke management

and leadership development programme.

— Continued the Trainee Broker programme to develop

the next generation of brokers.

— Strengthened our employee engagement initiatives

and continued to focus on the Employee Voice

Forum including in global locations.

— Analysis of turnover and absenteeism and exit

interview data to actively address anything of

concern.

Supporting our people

to thrive on pages 48

to 51.

Employee engagement

on page 96.

— Continuing engagement with major shareholders

to ensure an understanding of the context of the

Directors’ Remuneration Policy and its alignment and

continuing importance to the success of the Group’s

strategy.

Directors’ Remuneration

Report on pages 117

to134.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

RISK MANAGEMENT AND PRINCIPAL RISKS CONTINUED

NON-FINANCIAL

AND SUSTAINABILITY

INFORMATION

STATEMENT

—

The table below constitutes the Company’s non-financial and sustainability information statement, in compliance

with sections 414CA and 414CB of the Companies Act 2006.

REPORTING REQUIREMENT KEY POLICIES AND STANDARDS

Environmental matters

Environment on pages 46 and 47.

Our employees Global Staff Handbook

Global Diversity and Inclusion Policy

Compliance Code

Global Privacy Statement and Policy

Health and Safety Policy Statement

Whistleblowing Policy

Supporting our people to thrive on pages 48 to 51.

Leading a responsible business on page 58.

Social matters

Delivering impact in our communities on pages 52 and 53.

Human rights Ethics Policy Statement

Modern Slavery and Human Trafficking Statement

Global Privacy Statement and Policy

Leading a responsible business on page 58.

Anti-corruption and anti-bribery Anti-Bribery and Corruption Policy

Leading a responsible business on page 58.

Business model

Our business model on pages 24 and 25.

Principal risks

Principal risks on pages 66 to 70.

Non-financial key performanceindicators

Key performance indicators on pages 22 and 23.

Climate-related financial disclosures

TCFD on pages 74 to 77.

CLARKSON PLC — 2024 ANNUAL REPORT

DISCLOSURE STATEMENTS

The likely consequences of any

decision in the long term:

The Directors recognise the need to

take a long-term view in every decision

that they take to ensure the continued

growth of a sustainable business.

Principal risks on

pages66 to 70.

Viability statement

onpages 80 and 81.

The interests of the Company’s

employees:

Our people are at the heart of the

Company, and how we engage with

our clients and the products and

services that we provide. As our biggest

differentiating factor, engagement

with our employees is key to our

success. The Board actively engages

with members of the Executive Team

at various points in the year, including

through business presentations at

Board meetings and on site visits. This

enables us to gain valuable insights

into the perspectives of our employees.

In addition, the attendance of our

Employee Engagement Director (Heike

Truol) at meetings of our Employee

Voice Forum provides a further means

of ensuring two-way communication

– Heike shares employee views and

feedback with the Board following each

meeting of the Forum, and updates

the Forum on relevant Board matters.

Heike’s updates help us to take account

of the interests of our employees

when taking decisions. Our Executive

Directors also provide updates on

people matters at each Board meeting.

The need to foster the Company’s

business relationships with suppliers,

customers and others:

Our client base is diverse in terms of

both size and needs, and our brokers’

approach to engaging with our clients

is bespoke to, and driven by, each

client’s needs. The most meaningful

way for the Board to receive feedback

gathered through this engagement

is therefore through updates from

management, including through the

CEO’s regular update to the Board and

business presentations made by senior

management. Trends in the marketplace

and client feedback on products are also

key elements that the Board takes into

account in evolving the Group’s strategy.

As with our clients, our stakeholders in

the shipping community are diverse and

management takes an appropriately

tailored approach to engaging with

them. The Executive Directors and

senior management report back to

the Board on key issues raised by our

stakeholders, and updates are also

provided by the Research division on the

salient trends in the shipping community

that frame our strategy.

SECTION 172

STATEMENT

—

The Board recognises the value of

building strong relationships with

our stakeholders to gain a better

understanding of what matters to them

and how our decisions will impact them.

This helps to inform our decision-

making, deliver our strategy in a

sustainable way and meet our stated

purpose. We are therefore committed to

effective and regular engagement with

each of the Company’s stakeholders

(asset out on pages 59 to 61).

The Board engages directly with

shareholders and employees, and

receives regular updates from

the Executive Directors on how

management engages with other

stakeholders. Further information can be

found on direct engagement activities

on pages 96 and 97.

Our business model

onpages 24 and 25.

Our strategy on

pages26 and 27.

In their discussions during the year

ended 31 December 2024, the

Company’s Directors have acted in

the way that they consider, in good

faith, would be most likely to promote

the success of the Company for the

benefit of its members as a whole

(having regard to stakeholders and

the matters set out in subsections

172(1)(a)-(f) of the Companies

Act 2006). The Board considers

these matters in all its discussions

and decision-making, assetout in the

example on page99.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

DISCLOSURE STATEMENTS CONTINUED

The desirability of the Company

maintaining a reputation for high

standards of business conduct:

As a Board we are acutely aware of

our responsibility for setting the tone

from the top, which ensures that we

maintain our reputation for providing

the highest quality of service for our

clients whilst operating at the highest

level of integrity. We achieve this

through the Company’s clear purpose,

which is embedded through our values

and culture. Our governance framework

enables effective decision-making,

supported by day-to-day policies and

procedures which are communicated

to all. Our delegated authorities matrix

supports the efficient operation of

our business whilst retaining clear

accountabilities.

Leading a responsible

business on page 58.

Governance framework

on pages 92 and 93.

Purpose, values,

behaviours and culture

on pages 94 and 95.

Audit and Risk

Committee Report

onpages 108 to 116.

The need to act fairly between the

members of the Company:

The Board is conscious of the need to

balance the broad range of interests and

perspectives of our shareholders in our

deliberations, whilst acknowledging that

not every decision that we make will

deliver everyone’s desired outcome.

Board papers for principal Board

decisions include a section on

stakeholder interests and impacts,

whichsupports us in considering

how our decisions might affect our

shareholders.

Stakeholder

engagement on

pages59 to 61.

Voting rights

onpage136.

Whilst we do not consider our suppliers

to be a significant stakeholder in

our business, we are committed to

treating them fairly. In particular, we

recognise the importance of prompt

payment of invoices for our smaller

suppliers. The Board receives regular

updates on supplier payment practices.

Our largest operating subsidiary in the

UK complies with payment practices

reporting, with 95% of all invoices being

paid within 60 days and 84% being paid

within 30 days.

Our strategy on

pages26 and 27.

Our stakeholders

onpages 59 to 61.

The impact of the Company’s

operations on the community

andtheenvironment:

The long-term partnerships that our

brokers form with our clients, our

expertise and depth of experience in

our markets and our broad service

offering (enabled by technology and

data) mean that we are uniquely

placed to drive forward change in the

shipping industry. This is embodied

in our short-form purpose – ‘Enabling

global trade. Leading positive change’.

Our Green Transition offering forms the

framework within which we are working

with stakeholders to move towards

the decarbonisation targets set by

themaritime industry.

With regard to our own operations,

whilst we are cognisant that as a largely

office-based organisation our direct

impact on the environment is modest,

we are committed to monitoring and

minimising our carbon footprint in

the nearer term and achieving net

zero by 2050 in line with current UK

government targets.

Our strategy on

pages26 and 27.

Our impact on

pages44 to 58.

TCFD on pages

74to77.

THE BOARD

CONSIDERS THE

MATTERS SET OUT

IN SECTION 172

INALL ITS

DISCUSSIONS AND

DECISION-MAKING.

CLARKSON PLC — 2024 ANNUAL REPORT

Describe management’s role in

assessing and managing climate-

related risks and opportunities

Our CFO & COO takes overall executive

responsibility for ESG matters (including

climate change). Our CEO and the

Executive Team lead the identification

of climate-related opportunities as part

of their responsibility for delivering

the strategy, and identify and manage

climate-related risks within their

relevantareas.

Risk governance

onpage 64.

Governance framework

on pages 92 and 93.

Strategy

Describe the climate-related risks

andopportunities the organisation

has identified over the short, medium,

and long term, and their impact on the

organisation’s business, strategy, and

financial planning

The risks and opportunities for our

business are identified through

existing business planning and risk

management processes. In 2024, we

revisited previously identified risks and

opportunities. We were satisfied that

there were no new emerging risks to be

considered and that the opportunities

identified previously remained the most

relevant.

Climate scenario

analysis on pages

75to77.

Describe the resilience of the

organisation’s strategy, taking into

consideration different climate-related

scenarios, including a 2°C or lower

scenario

We have undertaken climate scenario

analysis to understand how the

climate-related risks and opportunities

that we face may manifest themselves

under two different temperature

pathways (including one aligned

totheParis Agreement).

Climate scenario

analysis on pages

75to77.

Risk management

Describe the organisation’s processes

for identifying, assessing and

managing climate-related risks and

how those processes are integrated

into the organisation’s overall

riskmanagement

Our processes for identifying, assessing

and managing the impact of climate

change on our principal risks are

integrated into our existing risk

management processes.

Our risk management

framework on pages

62to 65.

TCFD

The Company has reported consistent

with the Taskforce on Climate-related

Financial Disclosures (‘TCFD’)

recommendations during the year ended

31 December 2024, with the exception

of recommendations a) and c) under the

Metrics and Targets pillar, where we have

provided an explanation.

Our approach to the governance and

risk management pillars of TCFD is

integrated into our wider processes, and

our reporting in relation to these areas

is therefore set out within the relevant

sections of the Annual Report.

Governance

Describe the board’s oversight of

climate-related risks and opportunities

The Board has overall responsibility

and accountability for all risks

and opportunities, including all

climate-related matters. The Audit and

Risk Committee monitors the impact of

climate change on our principal risks,

including their materiality, as part of

their ongoing monitoring of actual

and emerging business risks.

Governance framework

on pages 92 and 93.

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

DISCLOSURE STATEMENTS CONTINUED

Metrics and targets

Disclose the metrics used by the

organisation to assess climate-related

risks and opportunities in line with its

strategy and risk management process

We are continuing to evolve our ESG

reporting to recognise market and

regulatory developments. Increasing our

data maturity across Scope 3 emissions

and other environmental factors will

remain an ESG priority in 2025 and will

subsequently inform our strategy in

setting the necessary targets.

The principal climate-related risk that

we have identified relates to stakeholder

environmental expectations, which the

Board assesses through stakeholder

feedback.

Our impact on

pages44 to 47.

Disclose Scope 1, Scope 2, and,

ifappropriate, Scope 3 greenhouse

gasemissions, and the related risks

Our Scope 1, 2 and limited Scope 3

emissions are disclosed on pages 78

and 79. Following work commenced

in 2023, we have focused on increasing

our data maturity. We are continuing to

assess all Scope 3 categories in relation

to our largest broking subsidiary, and to

satisfy the Audit and Risk Committee

of the robustness of the Scope 3 data

across these additional categories

before it is disclosed. As an office-based

company, we do not currently identify

our greenhouse gas emissions as a

materialrisk.

Environmental

performance on

pages78 and 79.

Describe the targets used by the

organisation to manage climate-

related risks and opportunities and

performance against targets

We have confirmed our commitment

to achieving net zero by 2050 in line

with current UK government targets.

We are continuing to evolve our ESG

reporting to recognise market and

regulatory developments. Increasing our

data maturity across Scope 3 emissions

and other environmental factors will

remain an ESG priority in 2025 and will

subsequently inform our strategy in

setting the necessary targets.

Evaluating climate risks

andopportunities

Whilst the risks and opportunities

relating to climate change for our

business are identified through existing

business planning and risk management

processes, in 2021 we conducted a

thorough analysis of transition and

physical risks and opportunities that

could affect the shipping industry. As a

result, one risk and two opportunities

were assessed in terms of likelihood

and impact, in line with our risk

managementframework. Risks and

opportunities are assessed under short,

medium and long-term timeframes of

0-5, 5-10 and 10+ years respectively.

Climate scenario analysis

Our Research division collects, validates,

analyses and manages data on merchant

shipping and offshore markets. Research

has used this intelligence to develop

regularly updated climate and energy

transition scenarios as it provides an

outlook on the way climate change

will impact business activity specific

to the maritime industry. Using these

internally developed maritime-specific

climate scenarios rather than generic

frameworks enables us to best

understand the impacts of different

climate scenarios on the unique business

environment that shipbroking offers.

These scenarios are aligned to the

science behind global environmental

change highlighted in the latest report

by the Intergovernmental Panel on

Climate Change. As per the TCFD

recommendations, two climate scenarios

were considered, including one (Rapid

Decarbonisation) aligned to the

ParisAgreement:

— The Gradual Transition scenario

tracks to a moderate overshoot of

the Paris Agreement 2°C temperature

increase by 2100. In this scenario,

emissions peak in the late 2020s

and then gradually decline through

a gradual shift away from fossil fuel

use and robust growth in solar, wind

and other renewable energy sources,

alongside some developments in

carbon capture.

— The Rapid Decarbonisation scenario

is compatible with the goals of the

Paris Agreement, and requires steep

global annual emissions reductions,

sustained for decades, to stay within

a 1.5°C to 2°C temperature increase.

This scenario is characterised by a

rapid decline in fossil fuel use, albeit

with gas playing a role as a transition

fuel, and an exponential growth

of renewable energy production,

developments in carbon capture

andland use changes.

During the year, our Research division

undertook an assessment of changes

in the results of the energy transition

scenarios set out above between 2021

and 2024. This work confirmed that

there had been limited changes in the

results of the energy transition scenarios,

and we were satisfied that there were

no new emerging risks or opportunities

which needed to be factored into our

assessment. The potential impact of

the previously identified one risk and

two opportunities if they were to occur

is outlined on pages 76 and 77, along

with our resilience to these risks and

opportunities. However, these are not

considered to be material to the Group

at this time.

CLARKSON PLC — 2024 ANNUAL REPORT

RISK

Stakeholder environmental

expectations

Timeframe: Short term (0-5 years)

Recognising the importance of

mitigating climate change, our investors,

clients and employees (and in particular

our future ‘Gen Z’ employees) are

increasingly aware of the environmental

credentials of their investee companies,

suppliers and employer respectively. As

a result, investors will expect companies

to proactively align operations with

external environmental frameworks

through emission cuts and/or offsetting.

Whilst we expect this to materialise

in the short term, we are monitoring

investor expectations due to the

changing geo-political environment.

Notwithstanding this, stakeholder

environmental expectations will continue

to develop and grow in the medium

and long term as more transparency

isrequired across the value chain.

Mitigation:

We are committed to proactively

engaging with our investors and clients

to understand their environmental

expectations. We will collaborate with

our key stakeholders to help them

achieve the shared objective of reducing

their impact on the environment.

Ourpurpose statement and our Green

Transition offering demonstrate to our

stakeholders our commitment to be

part of the solution through leading

and facilitating positive change in the

shipping industry.

Furthermore, we understand that

transparency surrounding our position

in the climate crisis is crucial. We

are continuing to evolve our ESG

governance and reporting to recognise

market developments, building on our

annual disclosures on GHG emissions

and the recommendations of TCFD.

As a business we are committed

to supporting our stakeholders by

providing the information necessary

to contribute to the level of

transparency required.

OPPORTUNITIES

Offshore wind energy

Timeframe: Medium term (5-10 years)

To meet both global and national climate

targets, including the procurement of

clean energy, renewables are expected

to become an increasingly vital part

of the energy mix. Due to higher and

more consistent wind speeds, offshore

wind farms can create more electricity

than their onshore counterparts, whilst

minimising noise and visual pollution

and land use competition. Offshore

wind energy therefore has the potential

to significantly contribute to the

decarbonisation of the energy mix.

As important players in the financing,

brokering and provision of research

and port services for specialist vessels,

this growing offshore wind energy

market presents us with a significant

opportunity. Although renewable energy

sources are already starting to increase,

we expect this to grow further in the

medium term, within the next 10 years.

There is significant growth in offshore

wind energy capacity and associated

farms and turbines in both the Rapid

Decarbonisation and Gradual Transition

scenarios, with greater growth in the

Rapid Decarbonisation case. However,

the world continues to heavily rely on

non-renewable energy sources, even

though renewable sources have seen an

uptick in recent years. The infrastructure

for facilities such as offshore wind is

still being developed and is unlikely to

overtake consumption of fossil fuels in

the short term (less than five years).

Harnessing this opportunity:

We need to be the way-finder for the

industry, best able to provide research,

advice, strategic guidance, and broking

and financial execution services to

support the development of offshore

wind energy projects. Our renewables

team was established over 20 years ago

for this very purpose and has enabled

us to hold a market leadership position

in offshore wind energy intelligence.

We will continue to adapt our policies,

strategy and targets to maintain this

position, and we will grow and pivot

capacity towards offshore renewables

brokerage, port services, banking and

research.

THE GROWING

OFFSHORE WIND

ENERGY MARKET

PRESENTS US WITH

A SIGNIFICANT

OPPORTUNITY.

Expansion in

installedoffshore wind

capacity in 2024

Potential share of

offshorewind in the global

energy mix by 2050,

up from 0.4%in 2024

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

DISCLOSURE STATEMENTS CONTINUED

Trends in offshore wind energy

forecasting do not show a uniform

distribution around the world; certain

areas are likely to grow more strongly,

in part due to their geographical

configuration. As such, identifying

these at an early stage is crucial for

us to consequently build our capacity

in the relevant geographical areas.

Offshore wind energy is a nascent

industry for many areas of the world.

Our broking and advisory teams are

equipped to support these areas

in procuring shipping vessels and

infrastructure from more established

markets, whilstconcurrently supporting

them inbuilding a strong supply chain

locallyforfuture projects.

Moreover, and increasingly after 2030,

a share of global annual investment

will be required to replace existing or

retired capacities with more advanced

technologies. Our renewables team

will play a crucial role in developing

the intelligence required to best

support clients in the replacement and

retirement of offshore wind energy

capacities.

As we evidence our expertise in these

areas, we can gain a competitive

advantage over those who do not align

to a low-carbon future, ensuring we do

not lose market share to new entrants to

the market. Through the actions outlined

above, we believe that we are in a strong

position to capture a significant share of

this growing market.

Newbuilding fleet renewal

Timeframe: Medium term (5-10 years)

Despite the present dominance

of oil-powered ships, international

commerce and climate change pacts

and policies are already starting to

impact on the current world fleet and

newbuilding orderbook. Lowering the

carbon emissions associated with the

shipping industry will require new ships

to be built, compatible with clean fuels.

As the green transition evolves, older

assets will need replacing and chartering

strategies will evolve. Further, port

and infrastructure investment will be

required to accommodate renewed fleet

standards. We expect this opportunity

to materialise in the medium term,

withinthe next 10 years.

Similar to the offshore wind energy

opportunity, whilst the newbuilding

fleet renewal opportunity is already

providing opportunities for our business,

there is potential for this opportunity to

grow significantly in both the Gradual

Transition and Rapid Decarbonisation

scenarios. As policies and regulations

in international maritime are still being

developed, technology is still evolving,

and the vast majority of the existing

fleet is powered by conventional fuel,

it is unlikely that in the next five years

(a short-term horizon) demand for

oil-powered ships will become obsolete.

Harnessing this opportunity:

To support this growing area of the

business, we have invested in our

market-leading teams which provide

research, ship renewal expertise,

advisory services and the execution

and financing of alternate-fuelled

newbuilding of vessels. We are focusing

efforts on building expertise within

newbuilding, sale and purchase, and

our chartering brokerage. We remain

a major tonnage provider to the

key global shipbuilding players. As

intermediaries, we are well informed

on both demand- and supply-driven

expectations, concerns and strategies.

Our aim is to assist and support both

shipowners and commodity interests

towards the transition to a low-carbon

economy. Asthe industry is becoming

more complex, our unique level of

understanding of the market and

regulatory landscape is ever-more

important to help clients navigate this

fast-changing environment. We remain

well placed to capitalise on this next

phase of shipbuilding fleet renewal.

We are committed to closely monitoring

the development of latest trends,

regulations and technologies which

will affect the need for fleet renewal.

Environmental regulations are not rolled

out uniformly around the world. We

will leverage our position as a global

company to use our experience in

areas where environmental regulations

are most stringent to best prepare

for the transition in other areas.

This opportunity is likely to be most

significant in a scenario where the world

undergoes an extensive transformation

to a low-carbon economy by 2030.

LOWERING

THECARBON

EMISSIONS

ASSOCIATED WITH

THE SHIPPING

INDUSTRY WILL

REQUIRE NEW

SHIPS TO BE BUILT,

COMPATIBLE WITH

CLEAN FUELS.

Of current fleet tonnage

isaged over 15 years

Vessel tonnage

ordered in 2024 that is

alternative-fuelcapable

CLARKSON PLC — 2024 ANNUAL REPORT

Our energy efficiency initiatives

We are committed to reducing our

environmental impact and contribution

to climate change through continuous

improvement procedures. We have

continued a programme to replace

fluorescent lighting with energy-efficient

LED lighting in the main London

office, data centre and server rooms.

Furthermore, Clarksons Port Services

has purchased an electric van at its

Great Yarmouth office, and continued

to explore opportunities to decarbonise

the vehicle fleet and port-side fuels,

including the use of biodiesel HVO.

Its Netherlands business has reduced

its emissions by switching from gas

oil to electric trucks, whilst it has also

switched several company vehicles to

hybrid and electric models. There is

continued focus on initiatives already in

place across our global offices to recycle

paper and food waste and print less.

Outlook

We are committed to monitoring and

minimising our carbon footprint in

the nearer term and achieving net

zero by 2050 in line with current UK

government targets.

The Companies Act 2006 requires

Clarkson PLC to disclose annual

UK energy consumption and

Greenhouse Gas (‘GHG’) emissions

from Streamlined Energy and Carbon

Reporting (‘SECR’) regulated sources.

Energy and GHG emissions have been

independently calculated by Envantage

Ltd for the 12-month period ended

31 December 2024.

Reported energy and GHG emissions

data is compliant with SECR

requirements and has been calculated

in accordance with the GHG Protocol

and SECR guidelines. Energy and GHG

emissions are reported from buildings

and transport where operational control

is held – this includes all relevant Scope

1 and 2 emissions sources. Select

Scope 3 emissions sources (business

travel, waste, water, paper) have been

disclosed. The table on the next page

details the SECR-regulated energy and

GHG emission sources from the current

and previous reporting period.

2024 environmental

performanceSummary

Following continued growth in

operations, Clarksons’ total GHG

emissions have increased since the

prior year. Overall, on a market basis,

our emissions were 9,095.7 tCO

which is an increase of 6.5% on 2023.

On a location basis, emissions were

9,104.1 tCO

While Scope 1 and 2 emissions and

energy consumption levels reduced

compared to 2023, the continued

growth in business travel has resulted

in an increase in Scope 3 and total

emissions. This has been predominantly

driven by flight emissions, which

contributed to 73.9% oftotal emissions.

With regard to our carbon emissions

intensity, in 2024, Clarksons averaged

3.9 tCO

e per employee, a decrease

of7.1% compared to 2023.

2024

ENVIRONMENTAL

PERFORMANCE

—

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

DISCLOSURE STATEMENTS CONTINUED

Methodology

We are reporting our GHG

emissions andassociated energy

use as required by the Companies

(Directors’ Report) and Limited

Liability Partnerships (Energy and

Carbon Report) Regulations 2018

(the ‘2018 Regulations’) for our

global operations.

We have reported the emission

sources over which we have

operational control for our

global estate for the reporting

period 1January 2024 to

31 December 2024. A sample period

of November 2023 to October 2024

was used to allow time to gather

data and meet the internal deadline

for this Annual Report.

Our GHG emissions were calculated

in accordance with the requirements

of the WRI ‘GHG Protocol Corporate

Standard’ and Defra’s ‘Environmental

Reporting Guidelines: Including

streamlined energy and carbon

reporting guidance’ (March 2019).

We have applied the appropriate

GHG conversion factors from the

UK Department for Energy Security

and Net Zero, the International

Energy Agency, as well as the

EXIOBASE environmentally

extended input-output database

forexpenditure conversions.

Global (excluding UK) transport

data for 2023 has been restated

to reflect spend on fuel rather

than usage for some company

vehicle data. This was above the 5%

materiality threshold for Scope 1 and

2, triggering a restatement.

We have included in scope all the

properties where we are directly

responsible for the consumption

of energy, including our tenanted

offices. Our carbon footprint

for the 2024 reporting year was

calculated from activity data for

Scope 1 emission sources and

electricity consumption in Scope 2.

This disclosure builds on the

minimum requirements for

compliance with the 2018

Regulations to include additional

material Scope 3 emissions from

business travel and office operations

(waste, water, paper). Our emissions

are presented on both a location

and market basis. Location-based

reporting applies a country-specific

factor to electricity consumption

whilst market-based reporting takes

account of the specific electricity

tariff/supplier used.

Whilst we have endeavoured to

obtain accurate and complete data

wherever possible, where there were

data gaps, we have used reasonable

estimations such as annualisation

of actual data, use of expenditure

data as a proxy and typical office

consumption benchmarks.

Clarksons’ GHG emissions (tCO

e) and associated energy consumption (MWh) for 2024

UK 2023

(tCO

Global

(excluding

UK) 2023

(tCO

UK 2024

(tCO

Global

(excluding

UK) 2024

(tCO

% change

in total

emissions

(vs2023)

Scope 1 448.6 355.1

452.7 227. 2 -15.4%

Natural gas 138.8 105.0 136.7 112.9 2.4%

Other fuels 228.3 57.4 119.6 17.4 -52.0%

Transport 81.5 192.7

105.0 96.9 -26.4%

Refrigerants – – 91.4 – 100%

Scope 2 location-based electricity 638.2 685.4 655.4 577. 1 -6.9%

Scope 2 market-based electricity 653.9 685.4 647.1 577. 1 -8.6%

Scope 2 heating and cooling – 86.3 – 75.5 -1 2.5%

Scope 3

3,475.1 2,840.1 3,959.1 3,157.0 12.7%

Total Scope 1 + 2 + 3 (location-based) 4,561.9 3,966.9

5,067.3 4,036.8 6.7%

Total Scope 1 + 2 + 3 (market-based) 4,57 7.6 3,966.9

5,058.9 4,036.8 6.5%

Total energy usage (MWh) 5,234 3,966

4,904 3,478 -8.9%

Total global (including UK) emissions/FTE 4.2

3.9 -7. 1 %

1 Restated due to a change in methodology for some company vehicle data.

2 Scope 3 emissions from business travel and office operations (waste, water, paper).

CLARKSON PLC — 2024 ANNUAL REPORT

Provision 31 of the 2018 UK Corporate

Governance Code requires the Directors

to make a statement in the Annual Report

regarding the viability of the Group.

In carrying out their robust assessment,

the Directors have considered the

resilience of the Group with reference to:

— the risk appetite set by the Board;

— the Group’s principal risks and their

impact on its strategic objectives;

— the effectiveness of mitigating

actions;

— the business model;

— future projected operational

performance;

— financial performance, solvency and

liquidity over the assessment period;

and

— the robustness of the operating

model and longer-term strategy.

The Board conducted this review for the

three-year period to 31 December 2027,

which is appropriate for the following

reasons:

— in Broking, over 70% of the forward

order book is due to be invoiced

within the next three years;

— historical average newbuilding

process from inception to delivery is

two to three years;

— existing hedging activities extend

to 2027;

— pension scheme funding is subject to

triennial valuations; and

— external investment analysts provide

estimates and forecasts for three

years of market expectations for

revenue and profit before taxation.

The Board has identified the principal

risks that could impact the Group. See

pages 66 to 70 for more information

on these risks, together with mitigating

factors and controls. The Board does not

consider that any single event detailed on

the next page would give rise to a viability

event for the Group. Failure to monitor

and take the appropriate mitigating

— Management undertook a reverse

stress test over a period of three

years to determine what it might take

for the Group to encounter financial

difficulties. This test was based on

current levels of overheads, the net

cash and available funds

position at

31 December 2024, the collection of

debts and the invoicing and collection

of the forward order book. This test

determined that, in the absence of

any mitigating actions which would

be applied in these circumstances,

less than 30% of current levels of new

business would be required to remain

cash positive over a three-year period.

Under the first two scenarios, the Group

is able to generate profits and cash, and

has positive net cash and available funds

In the third scenario, expected levels of

new business and/or mitigating actions

by management make it implausible that

such an event couldoccur.

Given the net cash and available

funds

of the Group and the forward

order book for all future years, the

probability of a compound series of

events collectively resulting in the Group

becoming unviable is low.

Based on their assessment of the

prospects and viability of the Group and

the outcome of the sensitivity analyses,

the Directors confirm that they have a

reasonable expectation that the Group

will be able to continue in operation

and meet its liabilities as they fall due

over the three-year period ending

31 December 2027. In doing so, it is

recognised that such future assessments

are subject to a level of uncertainty that

increases with time and, therefore, future

outcomes cannot be guaranteed or

predicted with certainty.

The Group’s viability and going concern

status is reviewed regularly by the Audit and

Risk Committee. The viability assessment

is reviewed annually by theBoard.

actions could result in a combination

of smaller events or circumstances

accumulating to create conditions in

which the longer-term viability is brought

into question. The compounding of

events will only occur if no action is

taken to mitigate each of the smaller

events which arise; therefore the

probability of such a compound viability

event is considered to be low.

The Group has considerable financial

resources available to it, including a

strong balance sheet. Furthermore,

it has consistently generated an

underlying profit and good cash inflow.

As a result of this, the Directors believe

the Group is well placed to manage

its business risks successfully, despite

the challenging market backdrop and

geo-political tensions.

Management has stress tested a range

of scenarios from the base case, which

incorporates the Board-approved

budget and monthly cashflows to

31 December 2027, modelling different

assumptions with respect to the Group’s

cash resources. Three different scenarios

were considered:

— Management modelled the impact

of a reduction in profitability to

£30m (alevel of profit the Group has

exceeded in every year since 2013),

whilst taking no mitigating actions:

the Group remained cash-generative

before dividends.

— Management assessed the

impact of a significant reduction

in world seaborne trade similar

to that experienced in the global

financial crisis in 2008, the

COVID-19 pandemic in 2020

and the Russia-Ukraine conflict

in 2022: seaborne trade recovered

in 2009, 2021 and 2023 along with

the profitability of the Group. Since

1990, no two consecutive years

have seen reductions in world

seabornetrade.

V I A B I L I T Y

STATEMENT

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

DISCLOSURE STATEMENTS CONTINUED

Viability analysis

The analysis below seeks to identify viability events which are considered material and which, if they arose and

werenot promptly mitigated, could be sufficiently material as to bring into question the viability of the Group.

RISK ANALYSIS

Macro-economic and

geo-political factors

Our markets are multi-cyclical and volatile. Our industry has not seen a two-year

period of volume decline since 1990. The Group is consistently profitable, assisted

by the forward order book. Sustained declines in world trade rarely occur

overnight, so the business will be able to respond with appropriate measures,

asoccurred during the COVID-19 pandemic in 2020 and the Russia-Ukraine

conflict in 2022.

Changes in the

brokingindustry

Broking contributes a considerable proportion to the Group’s results. We closely

monitor technological changes which will impact the industry and are developing

our own applications based on our views of clients’ broking requirements.

Adverse movements

inforeign exchanges

The majority of the Group’s revenue is in US dollars. Over the last three years, the

USD/GBP rate has reached lows of 1.08 and highs of 1.34. The Group has hedges

in place for 2025, 2026 and 2027, reducing the effect of any significant changes in

theexchange rate.

Financial loss arising

from failure of a client

tomeet its obligations

The Group benefits from having thousands of clients spread around the world in

a wide range of sectors. The largest client balance, other than amounts arising on

a settlement across the year-end, accounts for 5% of the total outstanding trade

receivables balance at 31 December 2024.

Cyber risk and

datasecurity

We utilise state-of-the-art internal processes and training to prevent any cyber

attack breaching our defences. A successful attack could occur without warning

and could affect the Group’s ability to conduct business for a period of time.

Emails can be quickly rerouted or run on other unaffected parts of our network.

In the event of an attack which causes the loss of the network, it is possible to

reconstruct it using backups. Assuming suitable hardware is available, key services

can be restored within hours and all other services within days. Whilst this might

result in errors, omissions and possible claims, key business decisions can still be

taken using other forms of communication.

Breaches in rules

andregulations

The Group has extensive and adequate tools and procedures to ensure compliance

with rules and regulations. The Group continues to develop and invest in these

tools to improve further the effectiveness of these procedures. It has a highly

experienced, expert Compliance and Legal team.

Loss of key personnel –

normal course of business

No one global divisional team accounted for more than 20% of revenue or 35% of

underlying profit before taxation

in 2024. No individual generated more than 5%

ofnew business for the Group in 2024 or 2023.

Loss of key personnel

– Boardmembers

The loss of one or more Non-Executive Director will not have a direct impact on

the trading performance or financial position of the Group.

1 Classed as an APM. See pages 215 and 216 for more information.

CLARKSON PLC — 2024 ANNUAL REPORT

The Group has considerable financial resources

available to it, a strong balance sheet and has

consistently generated an underlying profit and

good cash inflow. As a result of this, the Directors

believe that the Group is well placed to manage its

business risks successfully.

Management has stress tested a range of scenarios

from the base case which are disclosed in more

detail on pages 154 and 155. Following this exercise,

management is satisfied that there are no material

uncertainties related to events or conditions that

cast doubt on the Group’s ability to continue as a

going concern.

Accordingly, the Directors have a reasonable

expectation that the Group has sufficient resources

to continue in operation for at least the next

12 months. Forthis reason, they continue to adopt

the going concern basis in preparing the financial

statements.

The Group’s business activities, strategic objectives,

business performance and financial position,

together with the factors likely to affect its future

development, are set out in the Strategic Report

onpages 2 to83.

GOING

CONCERN

STRATEGIC REPORT —

CLARKSON PLC — 2024 ANNUAL REPORT

DISCLOSURE STATEMENTS CONTINUED

DIVERSITY

—

In accordance with the Listing Rules, we report on the gender identity and ethnicity of our Board and executive

management. The data below was collected from Directors on a voluntary basis. The data of executive management

was captured via the Company’s internal HR system on a voluntary basis, with 19 different options being provided

under ethnicity.

Gender

Number

of Board

members

Percentage of

the Board

Number

of senior

positions on

the Board

Number in

executive

management

Percentage

of executive

management

Men 5 63% 3 17 85%

Women 3 37% 1 3 15%

Not specified/prefer not to say – – – – –

Ethnicity

Number

of Board

members

Percentage of

the Board

Number

of senior

positions on

the Board

Number in

executive

management

Percentage

of executive

management

White British or other White (including minority-

white groups) 7 88% 4 14 70%

Mixed/Multiple Ethnic Groups 1 12% – 2 10%

Asian/Asian British – – – – –

Black/African/Caribbean/Black British – – – – –

Other ethnic group, including Arab – – – 1 5%

Not specified/prefer not to say – – – 3 15%

1 Defined as Chair, Senior Independent Director, CEO and CFO & COO.

2 Defined as direct reports of the CEO and the Company Secretary.

The Strategic Report on pages 2 to 83 was approved by the Board and signed on its behalf by:

Jeff Woyda

Chief Financial Officer & Chief Operating Officer

7 March 2025

CLARKSON PLC — 2024 ANNUAL REPORT

NON-EXECUTIVE DIRECTOR TENURE AS AT 31 DECEMBER 2024

Laurence Hollingworth 4 years 5 months

Martine Bond

3 years 9 months

Constantin Cotzias

0 years 5 months

Sue Harris

4 years 3 months

Dr Tim Miller

6 years 7 months

Heike Truol

4 years 11 months

GOVERNANCE

AT A GLANCE

—

We remain committed to effective corporate governance,

which underpins everything that we do as a Group and

supports the continued delivery of our strategy.

HIGHLIGHTS ENGAGEMENT ACTIVITY

109

Full year dividend

New Non-Executive

Directorappointment

Results roadshow meetings

with the CEO and

CFO&COO

Shareholders engaged

withby the Chair and/

or theRemuneration

Committee Chair

Female representation

among senior Board

positions (Chair, Senior

Independent Director,

CEOor CFO)

100

Attendance at

Boardmeetings

Of employees participating

inshare plans/holding shares

Of eligible employees took

up an invitation to join

ShareSave (or the local

equivalent) in 2024

BOARD INDEPENDENCE

1. Non-Executive Chair 1

2. Independent 5

3. Executive 2

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

CORPORATE GOVERNANCE REPORT

ON BEHALF OF THE

BOARD, I AM PLEASED TO

PRESENT THE CORPORATE

GOVERNANCE REPORT

FOR2024.

Laurence Hollingworth

Chair

The Board has remained focused on

ensuring that our corporate governance

framework provides a strong foundation

to deliver on our purpose and our

strategy, generating positive outcomes

for all stakeholders. We have reviewed

the additional requirements of the

updated UK Corporate Governance

Code and are taking the necessary

actions to ensure compliance at the

appropriate time.

Stakeholder engagement

The insights that we gain from

engagement with our stakeholders

provide essential context to our

decision-making. As explained on page

96, our engagement with our clients

and communities is primarily through

our Executive Directors and their

teams, who report back to us on these

activities.

Heike Truol, our Employee Engagement

Director, has continued to lead

engagement with employees through

our Employee Voice Forum meetings,

which have been held in a number of

global locations this year. Where there

are opportunities to do so, the Board as

a whole is keen to engage directly with

our employees, and this year we were

delighted that our visit to Aberdeen

allowed us to meet employees from two

of our divisions, across three different

offices. We were able to experience

first-hand the breadth and diversity of

the services offered by Clarksons, and

to gain a deeper understanding of the

day-to-day challenges faced by our

workforce.

We have continued to engage

proactively with our shareholders

to discuss a range of topics which

are of mutual interest, particularly

in relation to strategy, market

outlook, governance, remuneration

and sustainability. The Chair of our

Remuneration Committee, Dr Tim

Miller, and I, lead on engaging with

shareholders throughout the year to

ensure our message on the strategic

link between our performance and

remuneration is understood.

Sustainability

Following the materiality assessment

that was undertaken in 2023, an ESG

Steering Group has been established.

This reports regularly to the Board,

which has continued to oversee the

development of our sustainability

framework, pillars and goals.

In line with our purpose to enable

‘smarter, cleaner global trade’, our

business divisions have remained

focused on our Green Transition work

to support the shipping industry in

reducing greenhouse gas emissions.

Ourvisit to Aberdeen, where the

Offshore Renewables team and our

Port Services businesses support the

development and maintenance of

renewable energy sources in the North

Sea, provided us with valuable insights

as to where we are making a difference.

This area is evolving globally and

remains a key element of our strategy.

As a trusted advisor to our clients, we

are conscious of the impact that we

can have and will continue to invest

accordingly.

Board changes

Non-Executive Director succession

planning was a key area of focus for

the Nomination Committee in 2024.

Weannounced in March 2024 that

Birger Nergaard would not seek

re-election at the 2024 AGM, having

served nine years as a Non-Executive

Director. I would like to thank Birger

for his invaluable contribution, advice

and service to Clarksons. Following a

rigorous external selection process, we

were pleased to welcome Constantin

Cotzias to the Board as an independent

Non-Executive Director in August 2024.

On his appointment, Constantin joined

the Audit and Risk Committee, whilst

Heike Truol stepped down as a member.

Looking forward

As a Board we will continue to support

and challenge our Executive Directors

and their teams in delivering our

strategy and creating long-term success

for our stakeholders.

Thank you to all our stakeholders for

your continued support this year.

Laurence Hollingworth

Chair

7 March 2025

CLARKSON PLC — 2024 ANNUAL REPORT

Statement of compliance with

theUK Corporate Governance

Code(the‘Code’)

The Company complied with

the principles and provisions of

the Code during the year ended

31 December 2024 with the exception

ofthe provision noted below where

wehave provided an explanation.

TheCode is available at www.frc.org.uk

Provision 38 (alignment of pension

contribution rates for executive

directors with those available

totheworkforce)

The Executive Directors receive a cash

supplement in lieu of pension. Whilst

not aligned with the contribution rates

for the wider workforce for contractual

reasons, the Company has undertaken

to align this with that available to the

majority of the wider workforce in the

UK (or any other country in which the

executive is based) when any new

Executive Director is recruited.

PREPARING FOR THE NEW

UKCORPORATE GOVERNANCE

CODE(THE ‘2024 CODE’)

— The new 2024 Code was

published in January 2024.

— The majority of the provisions in

the 2024 Code will apply to us

from 1January 2025.

— The Board and its Committees

have reviewed the 2024 Code to

assess our continuing compliance

and we have already started

to implement initiatives where

needed to address the changes.

BOARD LEADERSHIP AND COMPANY PURPOSE

Governance at a glance 84

Chair’s introduction to Corporate Governance Report 85

Code compliance 86

Our Board 88

Governance framework 92

An effective Board 94

Stakeholder engagement 96

Board visit to Aberdeen 98

Keeping Section 172 at the forefront of Board discussions 99

DIVISION OF RESPONSIBILITIES

The roles of individual Directors 93

COMPOSITION, SUCCESSION

AND EVALUATION

Nomination Committee Report 100

Succession planning 102

Board appointments and induction 103

Election and re-election of Directors 104

Diversity 105

Board and Committee performance reviews 104

AUDIT, RISK AND INTERNAL CONTROL

Audit and Risk Committee Report 108

Financial reporting 111

External audit 112

Internal audit 114

Internal controls and risk management 115

REMUNERATION

Remuneration Committee – at a glance 117

Annual statement – Remuneration Committee Chair 118

Annual Report on Remuneration 121

Appendix: Directors’ Remuneration Policy 132

CODE COMPLIANCE

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

CORPORATE GOVERNANCE REPORT CONTINUED

HOW THE BOARD SPENT ITS TIME

1. Business performance and operations

Regular updates from the CEO and CFO

& COO, as well as operational items such

as the annual budget and insurance

arrangements.

2. Financial matters

All matters relating to the release of

preliminary and interim results and

trading statements, including the Annual

Report and dividend recommendations.

3. Governance

Various governance matters,

including Director appointments and

reappointments, review of Director

conflicts, the annual review of Board and

Committee effectiveness and approval of

our Notice of Meeting.

4. Risk management

Regular updates on risks and controls.

5. Stakeholder engagement

Updates on engagement with our

stakeholders, including employee

engagement updates from our Employee

Engagement Director; shareholder

engagement regarding areas such as

remuneration, succession planning and

diversity; and charitable activities.

6. Strategy

Regular updates on strategic matters.

* Agenda items where the topic was

specifically a stakeholder matter.

Stakeholders are taken into account

in all agenda items, but it is difficult

to quantify these considerations and

they are not therefore included in this

category.

1. Business performance

and operations 17%

2. Financial matters 12%

3. Governance 13%

4. Risk management 11%

5. Stakeholder engagement 21%

6. Strategy 26%

BOARD MEETING ATTENDANCE

Meetings

Current Directors

Laurence Hollingworth (Chair) 7/7

Andi Case 7/7

Jeff Woyda 7/7

Martine Bond 7/7

Constantin Cotzias

2/2

Sue Harris 7/7

Dr Tim Miller 7/7

Heike Truol 7/7

Former Director

Birger Nergaard

3/3

1 Appointed as a Director with effect from 5 August 2024.

2 Stepped down as a Director with effect from 9 May 2024.

WE REMAIN FOCUSED ON

DELIVERING ON OUR PURPOSE

AND OUR STRATEGY, GENERATING

POSITIVE OUTCOMES FOR ALL

OUR STAKEHOLDERS.

Laurence Hollingworth

Chair

BOARD ACTIVITY/ATTENDANCE

CLARKSON PLC — 2024 ANNUAL REPORT

OUR

BOARD

—

Our ability to meet our responsibilities is underpinned by the balance of skills,

knowledge and experience on the Board and ensuring that it is appropriate to

continue to challenge management and support the delivery of our strategy.

BOARD SKILLS, KNOWLEDGE AND EXPERIENCE

NUMBER OF NON-EXECUTIVE DIRECTORS (INCLUDING THE CHAIR)

WHO ARE HIGHLY EXPERIENCED IN THAT AREA

AS AT 31 DECEMBER 2024

Committee membership

Audit and Risk Committee

Nomination Committee

Remuneration Committee

Chair

CHANGES IN BOARD MEMBERSHIP

DURING THE YEARAND TO THE

DATE OFTHISREPORT

— Birger Nergaard resigned as

an Independent Non-Executive

Director on 9 May 2024.

— Heike Truol stepped down as a

member of the Audit and Risk

Committee and was appointed

as a member of the Nomination

Committee on 5 August 2024.

— Constantin Cotzias was

appointed as an Independent

Non-Executive Director and

member of the Audit and Risk

Committee on 5August 2024.

Listed

company

experience

Strategy

People

and reward

Shipping/sector

experience

Technology

and IT

Global

business

Risk

management

Investment

banking

Financial

acumen

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

CORPORATE GOVERNANCE REPORT CONTINUED

Jeff Woyda

Chief Financial Officer

& Chief Operating Officer

Appointed: November 2006

Key areas of expertise:

Finance, strategy, technology

Skills and expertise:

Jeff brings broad-based experience

across a number of disciplines to the

role of Chief Financial Officer and Chief

Operating Officer. Inaddition to his

strong background in finance, Jeff has

an impressive track record in managing

and delivering across broking, corporate

finance, ITimplementation and software

development, HR and regulatory

compliance. His career has spanned both

publicly listed and private companies, as

well as regulated industries. He is also the

Board Member responsible for ESG matters

and the Chairman of Maritech, the SaaS

provider of the Sea platform.

Career experience:

Before joining Clarksons, Jeff spent 13 years

at the Gerrard Group PLC, where he was a

member of the executive committee and

Chief Operating Officer of GNI. Jeff began

his career with KPMG and is a Fellow of the

Institute of Chartered Accountants. He was

previously Senior Independent Director and

Chair of both the Remuneration and Audit

Committees of Lok’n Store Group plc.

Principal external appointments:

— Chair, The Clarkson Foundation

— Non-Executive Chair and Director,

International Transport Intermediaries

ClubLimited

Andi Case

Chief Executive Officer

Appointed: June 2008

Key areas of expertise:

Global business, shipping/sector experience,

strategy

Skills and expertise:

Having worked in shipbroking his

entire career, Andi brings to the Board

extensive knowledge and experience of

global integrated shipping services. He is

recognised in the market as an industry

leader. His detailed knowledge of Clarksons’

operations, combined with his commitment

to drive the strategy, make him well placed

to inspire and lead the Group.

Career experience:

Andi joined Clarksons in 2006 as Managing

Director of the Group’s shipbroking services.

His shipbroking career began with C W

Kellock & Co and later the Eggar Forrester

Group. Prior to Clarksons, he was with

Braemar Seascope for 17 years.

Principal external appointments:

— None

Laurence Hollingworth

Chair

Appointed: July 2020

(and as Chair in March 2022)

Key areas of expertise:

Capital markets, investor relations, strategy

Skills and expertise:

Previously a senior leader in investment

banking, Laurence brings significant capital

markets experience to Clarksons which

positions him well to guide the development

of the financial business and wider strategy.

Laurence has a strong understanding

of broking and the relationship-led

environment in which Clarksons operates,

having been responsible for client

relationship management with some of

JP Morgan’s most high-profile clients.

This experience gave him broad exposure

to different leadership styles and board

dynamics, developing the skillset necessary

to provide oversight and constructive

challenge in the boardroom.

Career experience:

Laurence’s 37-year career in stockbroking

with Cazenove and latterly JP Morgan saw

him hold several senior leadership roles

including Head of UK Investment Banking,

Head of EMEA Industry Coverage and

finally as Vice Chairman for Equity Capital

MarketsEMEA.

Principal external appointments:

— Non-Executive Chairman and Chair

of the Nomination Committee,

MoltenVenturesplc

— Non-Executive Director, AtomBankplc

— Non-Executive Chairman,

ABMCommunications Limited

CLARKSON PLC — 2024 ANNUAL REPORT

Constantin Cotzias

Independent Non-Executive

Director

Appointed: August 2024

Key areas of expertise:

Global business, strategy, technology

Skills and expertise:

Constantin brings a strong understanding of

data and technology, as well as experience

in growing data-focused businesses

globally. Heplayed a critical role in shaping

the strategic development of Bloomberg

Law. Constantin also has extensive financial

markets experience gained across both

legal and commercial roles.

Career experience:

Constantin has spent over 20 years with

Bloomberg, holding a number of different

roles including CEO of Bloomberg’s legal

and regulatory news and research division,

Chief Counsel and, currently, the Global

Head of External Affairs. Constantin sits

onthe Mayor of London’s Business Advisory

Board, and previously sat on Prime

Minister May’s Business Advisory Council.

Prior to Bloomberg, Constantin wasa

senior mergers and acquisitions lawyer at

Denton Wilde Sapte (presently Dentons).

Constantin is a solicitor of the Supreme

Court of England and Wales.

Principal external appointments:

— European Director, Bloomberg LP

— Global Head of External Affairs,

Bloomberg

— Chair, Bloomberg Tradebook

— Director, Bloomberg Multilateral Trading

Facility

— Board Member, The Mayor of London’s

Business Advisory Board

Committee membership

Audit and Risk Committee

Nomination Committee

Remuneration Committee

Chair

Martine Bond

Independent Non-Executive

Director

Appointed: March 2021

Key areas of expertise:

Global business, strategy, technology

Skills and expertise:

Martine brings a wealth of knowledge in

electronic trading, risk management and

technology solutions. This experience,

together with her track record of innovation,

business growth and client acquisition,

make her ideally placed to contribute to

Clarksons’ strategy to grow its technology

business.

Career experience:

Martine has over 25 years’ experience in the

financial services industry at State Street,

Morgan Stanley, JPMorgan and Goldman

Sachs. Shewas previously the Executive

Vice President, Head of State Street Global

Markets for Europe, Middle East and Africa

(EMEA) as well as running the electronic

trading solutions within State Street.

Martine has significant board experience

across legal entities in Europe, North

America and Asia. She studied business

management at Queensland University of

Technology in Brisbane, Australia.

Principal external appointments:

— Director, CF Global Trading (UK) Limited

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

CORPORATE GOVERNANCE REPORT CONTINUED

Heike Truol

Independent Non-Executive

Director

Appointed: January 2020

Key areas of expertise:

Global business, shipping/sector experience,

strategy

Skills and expertise:

With a 20-year track record of both

advising large global organisations from

theoutside as a management consultant

as well as driving performance from within,

Heike brings significant experience of

strategy development and delivery and

client perspectives.

Heike serves as Clarksons’ Employee

Engagement Director.

Career experience:

Heike has been the Chief Strategy Officer

for ALS Global, a global leader in providing

testing solutions to clients in a wide range

of industries, since November 2023. She

was previously the Chief Commercial

Officer for MineHub Technologies. Prior

to that, she gained 11 years’ experience at

Anglo American where she was Executive

Head, Commercial Services. On joining as

Group Head of Strategy she helped evolve

the strategy function working closely

with the CEO and executive committee.

Heike later helped establish the Marketing

business and had P&L responsibility for

Anglo American’s global shipping activity.

Prior to Anglo American, Heike was a

management consultant and held roles

atMarakon Associates and Deloitte.

Principal external appointments:

— Chief Strategy Officer, ALS Global

Sue Harris

Senior Independent Director

Appointed: October 2020 (and as Senior

Independent Director in September 2022)

Key areas of expertise:

Finance, listed company experience,

riskmanagement

Skills and expertise:

Sue brings significant financial, risk

management and corporate development

experience to her role at Clarksons, gained

across listed companies in financial services

and retail. She has extensive leadership

and boardroom experience, having held

a number of senior executive roles. Sue

is a qualified chartered management

accountant and experienced audit

committee chair.

Career experience:

Sue served as a Non-Executive

Director of The Co-operative Bank

p.l.c, The Co-operative Bank Finance

p.l.c. and The Co-operative Bank

Holdings Limited up until its acquisition

by the Coventry Building Society on

1January 2025. In addition to Sue’s current

non-executive roles, Sue previously chaired

the Audit and Assurance Council at the

FRC and was a member of the Codes and

Standards Committee. Prior to this, she

held a number of senior executive positions

in finance and corporate development at

FTSE 100 businesses, including as Divisional

Finance Director and Group Audit Director

for Lloyds Banking Group.

Principal external appointments:

— Non-Executive Director and Chair of the

Audit Committee, FNZ (UK) Limited

— Non-Executive Director, Schroder & Co.

Limited, and Chair of the Audit and Risk

Committee of Schroders plc’s Wealth

Management Division

— Independent Director, Barclays Pension

Funds Trustees Limited

Dr Tim Miller

Independent Non-Executive

Director

Appointed: May 2018

Key areas of expertise:

Global business, people and reward,

listedcompany experience

Skills and expertise:

Tim has over 30 years’ experience working

in large-scale people businesses with

significant international operations. As

well as his extensive experience of HR

andremuneration matters, Tim’s executive

roles also gave him exposure across a

broad remit including compliance, audit,

assurance, financial crime, property and

legal. Tim is an experienced non-executive

director and remuneration committee chair

in listed companies. His role at Clarksons

includes the role of Chair of the Trustees

ofthe staff pension schemes.

Career experience:

The majority of Tim’s executive career was

within regulated industries, including roles

at Glaxo Wellcome and Standard Chartered,

with global responsibility for a wide variety

of business services. He was previously a

Non-Executive Director and Chair of the

Remuneration Committee at Michael Page

Group plc, Scapa Group plc, and Equiniti

Group plc, and a Non-Executive Director at

Equiniti Financial Services Limited and Otis

Gold Corp.

Principal external appointments:

— None

CLARKSON PLC — 2024 ANNUAL REPORT

Executive Team

— Assists the CEO and CFO & COO in running thebusiness and delivering the strategy

— Develops and implements strategy and goals, operational plans, procedures and

budgets, and monitors business performance (including competitivepressures)

— Oversees the assessment and control of risk

Nomination Committee

— Reviews the effectiveness of

the Board, and its structure,

size, composition and

diversity

— Leads succession planning

for the Board and

overseessuccession plans

forsenior management

On pages 100 to 107.

Audit and Risk Committee

— Monitors the integrity of

the financial reporting

fortheGroup and manages

the relationship with

theExternal Auditor

— Oversees the

effectiveness of the risk

managementandinternal

control systems

On pages 108 to 116.

Remuneration Committee

— Sets the remuneration

policy and packages for

the Executive Directors and

other members of the senior

management team, whilst

having regard to pay across

the Group

— Approves the remuneration

of the Chair

On pages 117 to 134.

We discharge some of our

responsibilities through delegation

to Board Committees. The Board

Committees bring an increased focus

on key areas and explore them more

deeply. The Chair of each Board

Committee reports to the Board on

their activities followingmeetings.

Any delegation of authorities to

Board Committees is formally

documented in writing through

Terms of Reference, while the Board

maintains a schedule of key matters

which are reserved for the Board’s

decision.

Furthermore, there is a clear division

of responsibilities between the

Chair and the CEO. The execution

of the strategy and the day-to-day

management of the Group and

operational matters are delegated

tothe CEO.

The Group’s executive governance

structure maximises the opportunity

for all parts of the business to have

clarity on their goals and successfully

execute on divisional and Group

strategic plans.

BOARD

Key matters reserved for the Board:

— Purpose

— Strategy

— Setting the Group’s culture, standards and values

— Internal controls and risk management

— Financial reporting and viability

— Capital and liquidity

— Board and Committee appointments

— Corporate governance matters

— ESG and stakeholder matters

— Material contracts

GOVERNANCE FRAMEWORK

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

CORPORATE GOVERNANCE REPORT CONTINUED

Individual roles and activities:

Chair

— Leads the Board, facilitating

the contribution of all Directors

and promoting an open and

constructive relationship

between the Executive and

Non-Executive Directors

— Ensures the effectiveness

oftheBoard

— Oversees the development

ofthe Group’s purpose,

valuesandculture

— Promotes high standards

ofcorporate governance

— Available to shareholders and

fosters dialogue with other

keystakeholders

Chief Executive Officer

— Responsible for the day-to-day

management of the Group

— Develops the strategy and

commercial objectives for

approval by the Board, and

leads management in delivering

them within the risk appetite

approved by the Board

— Promotes the embedding of

theGroup’s culture throughout

theorganisation

— Leads the relationship with

institutional investors and

otherstakeholders

Chief Financial Officer &

ChiefOperating Officer

— Manages the Group’s financial

and operational affairs and

supports the CEO in the

management of the Group

— Alongside the CEO, represents

the Group in meetings with

institutional shareholders

andother stakeholders

— Takes responsibility for

overseeing ESG matters

Senior Independent Director

— Acts as a sounding board for the

Chair and leads the evaluation

ofhis performance

— Serves as a trusted intermediary

for other Non-Executive

Directors

— Available to shareholders,

particularly when their concerns

have not been resolved through

other channels

Independent Non-Executive

Directors

— Contribute to the development

of the strategy and scrutinise

itsexecution by management

— Provide both objective and

constructive challenge and

support to the development

of Board proposals and the

performance ofmanagement

— Monitor management’s progress

against agreed performance

objectives

Employee Engagement Director

— Facilitates two-way

communication between

theBoard and the workforce

through a programme of

engagement initiatives

— Enhances the voice of the

workforce by feeding their views

into the Board’s decision-making

process

Conflicts of interest

The Company’s Articles of

Association permit unconflicted

directors to authorise potential

conflicts.

The Board may impose conditions

on the authorisation of a conflict,

for example that the Director

should leave the boardroom when

certain matters are discussed.

Each Director is required to notify

the Chair of any potential conflict

or potential new appointment

or directorship. The Nomination

Committee provides the Board

with guidance on the treatment of

Directors’ conflicts and conducts

an annual review of the Register

ofDirectors’ Conflicts.

No new conflicts of interest or

related party transactions were

declared during the year.

See more online

The schedule of Matters Reserved for the

Board; the Terms of Reference of the Board

Committees; and the roles of the Chair, CEO,

SID and Employee Engagement Director

are available at www.clarksons.com/home/

investors/corporate-governance

How we assess the independence of our

Non-Executive Directors onpage 104.

Group Company Secretary

— Acts as point of contact for the Chair and

Non-Executive Directors, and facilitates the

induction of new Non-Executive Directors

— Facilitates information flows between the Board

andits Committees, and between management

andthe Board

— Advises the Board on all corporate governance

matters and ensures good corporate governance

practices throughout the Group

CLARKSON PLC — 2024 ANNUAL REPORT

The Board is accountable to

shareholders for the creation of

sustainable value, and to other

stakeholders for the wider impact

that we have. We have overall

responsibility for leading the Group

and are the decision-making body

for matters which are significant to

the Group as a whole, in particular

strategic and financial matters, and

those which could have a material

reputational impact.

Our ability to meet our

responsibilities is underpinned by

having in place a balanced and

effective Board, and our governance

framework which enables effective

decision-making within a structure

of clear accountabilities. You can

read more about this year’s Board

and Committee effectiveness review

on page 106.

AN EFFECTIVE BOARD

Purpose, values, behaviours

andculture

Our purpose communicates our

strategic direction to our people,

clients and wider stakeholders, and

underpins everything that we do.

Our values articulate the qualities

that we embody and, to ensure the

continued growth of a sustainable

business, our values must remain

at the core of the way we behave.

Our behaviours set out clearly what

is expected of all of our people to

thrive and perform in our culture and

act in line with our values. This is the

foundation of our culture.

Our values represent our current and

future aspirations for the business:

to ensure we remain dedicated

to excellence and retain our place

as the world-leading strategic

advisor to our clients. We believe

our behaviours accurately reflect

our expectations of our people,

and provide clarity regarding

the commercial and leadership

requirements to deliver our purpose.

Our people are the driving force of

our company, and we are committed

to a diverse and inclusive workplace

where we prioritise their health,

wellbeing and development. Our

greatest strength is the spirit of

progressive and energetic teamwork

and collaboration that underpins

our success. Our people processes

are designed to retain and empower

our employees to drive the business

forward, keep our clients at the

core of our activities and align

our interests with those ofour

stakeholders.

The Board has responsibility for

setting and overseeing our culture.

We set the tone from the top and

reinforce this through all of our

actions, including our decisions

andown conduct.

The Board takes the opportunity to engage

with members of senior management

throughout the year, bringing Directors

closertothe culture of the business.

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

CORPORATE GOVERNANCE REPORT CONTINUED

The key elements of our culture

ELEMENT OVERVIEW BOARD AND COMMITTEE OVERSIGHT

Leading by

example

The Board sets the tone from the top. The Directors, Executive Team and senior

management lead by example through all actions,

reinforced through leadership forums such as our

Global MDs Week and Executive Team meetings.

Performance

metrics

The Board reviews a broad range of performance

metrics that support our culture, including global

turnover by business sector and location, annual

promotions to early-, middle- and senior-level

management positions, employee engagement

outcomes, key remuneration frameworks and

employee equity participation.

The performance metrics support the Boardin its

role in monitoring and assessingour culture.

Employee voice We promote an open and honest environment

in which our people are encouraged to share

their views on a variety of priorities and

topics. Employees are invited to a number of

communication forums throughout the year,

including the Employee Voice Forum, chaired by

our Employee Engagement Director. Employees

may also be invited to present tothe Board on

relevant matters.

There are independent whistleblowing processes

in place which allow reporting of wrongdoing on

an anonymous basis.

Themes and discussion points from communication

forums are reported to the Executive Team and

Board, providing key insights. The Board also

recognises the benefit of having direct access

to our people through a number of direct lines

ofengagement and broad employee socialevents.

Whistleblowing reports are investigated

appropriately and reported to the Board.

Policies, pay,

diversity and

inclusion

We pay for performance and seek to ensure

that the financial and non-financial rewards we

give our employees are competitive and support

attraction to the Company, engagement and

retention.

Our people are the driving force of our company,

and we are committed to a diverse and inclusive

workplace where we prioritise their health,

wellbeing and development.

The Remuneration Committee oversees

remuneration policy across the Group and reviews

annually the remuneration trends across the Group.

The Nomination Committee regularly reviews our

Group Diversity and Inclusion Policy and receives

updates on relevant initiatives to promote a

diverse and inclusive workplace. The Remuneration

Committee also reviews annually our Gender Pay

Gap Report.

Risk

management

Our internal controls and risk management

systems are integral to the delivery of our strategy

in a safe and sustainable way. They translate into

our day-to-day risk culture.

The Audit and Risk Committee oversees our

internal controls and risk management systems,

including risk appetite, as well as reviewing internal

audit reports.

The way we

dobusiness

Our Compliance Code is reissued to

employeesannually – it sets out the policies and

standards we expect them to uphold to meet our

objective of conducting our business in an ethical,

honest and professional manner wherever we

operate. Employees are also required to complete

annual online training modules on a range of areas

covered by the Compliance Code.

Key policies are reserved for the Board’s approval.

The Audit and Risk Committee receives updates

oncompliance with policies andcompletion of

online training.

Health, safety

and wellbeing

Our priority is to provide a safe and secure

workplace for all, and we have policies and

procedures in place to support this.

Whilst we view the majority of our activities as

low risk, the Board monitors the health and safety

culture through regular reporting.

CLARKSON PLC — 2024 ANNUAL REPORT

STAKEHOLDER

ENGAGEMENT

We are committed to effective

engagement with our stakeholders

and gather feedback and input

from them through a variety of

approaches. The Board engages

directly with our people and

our shareholders. In the case of

engagement with clients and

communities (who we have also

identified as key stakeholders),

management engagement is used to

form proposals at a business level,

with the Board being kept updated

in variousways.

Where relevant, stakeholder

considerations are also set out in

Board papers. You can read more

about our stakeholders on pages

59 to 61, and how we have taken

them into account in meeting our

responsibilities under section 172 of

the Companies Act 2006 on pages

72, 73 and 99.

Our people

Engagement with our employees

is driven through our Employee

Engagement Director and our

Employee Voice Forum (see below).

We also provide opportunities

for our Non-Executive Directors

to meet a broad cross-section

of our people at social and

networking events throughout

the year which provides a further

opportunity for engagement on key

topics. The Non-Executive Directors

also receive regular updates from

the Executive Directors and other

executives on their own engagement

with employees, for example through

site visits, talent activities and town

hall meetings.

Our shareholders

The Board understands that

maintaining strong relationships

and an open dialogue with investors

underpins the long-term success

of the Company. TheChair takes

responsibility for ensuring that

the views of shareholders are

communicated to the Board as

awhole.

The CEO and CFO & COO regularly

update the Board on shareholders’

views, which reflects both their own

direct engagement with investors

and feedback from the Company’s

joint corporate brokers and financial

public relations advisor. The Chair

and Non-Executive Directors also

share the views and feedback from

shareholders following any meetings

they haveattended.

CASE STUDY:

Employee Voice Forum

Our Employee Voice Forum encourages

two-way communication between employees

from various divisions across the business

and our Non-Executive Directors. It is chaired

by Heike Truol, our Employee Engagement

Director. Participating employees are given the

opportunity to raise any issues that they deem

relevant or appropriate. In 2024, topics discussed

included remuneration, ESG, technology and

compliance in shipping markets, being part

of the global group, experience of the early

careers cohort and communication methods and

channels. During the year, the Employee Voice

Forum aimed to ensure a wide divisional input

into Board engagement and Heike held meetings

in Aberdeen, London and Houston. Following

each meeting, Heike provides an overview to the

Board of the topics discussed, which allows the

views of employees to be factored in to future

decision-making.

CASE STUDY:

Global MDs Week

Our annual Global MDs Week brings together

senior management from across our global

group. The event provides employees with

the opportunity to hear directly from the

CEO and CFO & COO regarding the Group’s

strategy and the market context, as well as to

interact with their colleagues and voice their

own views in focused but informal sessions.

Our Non-Executive Directors are invited to join

various sessions and events. This enables them to

hear firsthand the views of our senior employees,

understand how strategic initiatives are

progressing and gain an insight into the Group’s

day-to-day culture.

Heike Truol engages

with employees

duringa visit to our

Aberdeenoffice.

Andi Case engages

with our global

leadership during

Global MDs Week.

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

CORPORATE GOVERNANCE REPORT CONTINUED

Annual General Meeting

We view the AGM as an opportunity

to engage directly with our

shareholders on the key issues facing

the Group and to respond to any

questions shareholders may have

onthe business of the meeting.

At the 2024 AGM, votes were

cast in relation to circa 74% of the

issued share capital. Although

all resolutions were passed by

the required majority, the Board

noted a significant vote against

resolution 2 to approve the Directors’

Remuneration Report, resolution 4

to re-elect Laurence Hollingworth

(Company Chair) as a Director

and resolution 9 to re-elect Dr Tim

Miller (Chair of the Remuneration

Committee) as a Director. Further

detail regarding the actions taken

by the Board in response to this

outcome can be found in the

Directors’ Remuneration Report

onpages 118 to 120.

We are pleased to confirm that this

year’s AGM will be held electronically

by video webcast at 12 noon on

Thursday 1 May 2025. Full details

of the resolutions to be proposed

at the meeting are set out in the

Notice of Meeting. The Chair, as

well as the Chairs of the Board

Committees, will be at the meeting

to answer questions on the business

of themeeting.

INSTITUTIONAL INVESTORS

Who they are

Large institutional investors such

asinvestment managers and

pension funds

Who engages with them

— The CEO and CFO & COO

are theprimary contacts

for current and potential

institutional investors

— The Chair, SID and all

Non-Executive Directors are

available to attend meetings

ifrequested by shareholders

Engagement in 2024

— The Chair and/or the

Remuneration Committee

Chair engaged with 14

shareholders during the year

in order to understand their

views on the Company and its

strategy, and to discuss other

governance matters such

as remuneration outcomes,

environmental matters,

succession planning and

diversity

— The CEO and CFO & COO

held over 100 meetings

with potential and current

investors (holding over

39% of the issued share

capital) to discuss strategy

and performance and to

gain an understanding of

shareholders’ views and

concerns

RETAIL SHAREHOLDERS

Who they are

Private investors holding

around 5% of the issued share

capital (excluding employee

shareholders)

Who engages with them

— The Board through

attendance atthe AGM

— Our Company Secretariat

team and our registrar

(Computershare) are available

tohelp retail shareholders

with any queries

Engagement in 2024

— Achieved principally through

ourwebsite and the AGM

— Full year and half year

results announcements, the

Annual Report and results

presentations are all available

on our website, as well as

information regarding share

price performance and

governance matters

EMPLOYEE SHAREHOLDERS

Who they are

Employees holding around 11%

of the Company’s issued share

capital, either through direct

interests or through restricted

shares granted under employee

share plans

Who engages with them

— Employee shareholders

(andthe workforce as a

whole) are kept informed

by the Executive Directors

and the Group Company

Secretary of publicly available

financial updates and

governance changes such as

newDirector appointments

Engagement in 2024

— The Company issues

an annual invitation to

employees in the UK and our

largest overseas locations

to join a ShareSave plan (or

similar local equivalent),

which gives employees the

opportunity to purchase

shares in the Company at a

discounted price

— The Board is extremely

supportive of widening global

participation in ShareSave or

the local equivalent, which

has been offered in seven

overseas countries to date

— Around 63% of our global

employees have been invited

to join ShareSave or the local

equivalent, and over 23% of

eligible employees took up

an invitation to participate

during the year

CLARKSON PLC — 2024 ANNUAL REPORT

As part of its learning and

development programme,

the Board undertook a visit

to Clarksons in Aberdeen in

June 2024.

Clarksons operates a number

of offices and warehouses in

Aberdeen and three were visited

by Board members, where they

received in-depth reviews of

the current businesses and the

prospects for new products

andservices.

At the Clarksons Offshore and

Renewables office, which is part

of our Broking division, the Board

heard more about the projects and

vessels that our specialist broking

teams partner with our clients

tosupport.

Part of our Support division,

GibbGroup is an industry-leading

supplier of products and services

to the energy sector. We saw

the range of tools, equipment

and services the business

provides across its four specialist

businesslines.

From the Clarksons Port Services

(‘CPS’) office at Matthews Quay,

AberdeenHarbour, the Board took

a walking tour of the port to see at

firsthand some of the vessels CPS

provides services for in the marine

and offshore energy sector. A boat

trip was also taken to the North

Harbour and an offshorewindfarm.

Informal employee focus groups

In addition to the Employee Voice

Forum, facilitated by HeikeTruol,

our Employee Engagement

Director, a number of informal

employee events were held where

Directors met a cross-section of

Aberdeen-based employees in

small groups, with no set agenda,

in order that they could hear

directly from employees. As the

energy transition continues to

evolve, the insights provided by

our employees on the ground will

provide crucial context for the

Board’s decisions and where we

can make a difference.

The visit to Aberdeen

provided further

informal opportunities

to meet employees.

The Board sets sail

to an offshore rig in

the North Sea.

The Board onboard

an Offshore Support

Vessel (‘OSV’).

BOARD VISIT TO ABERDEEN

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

CORPORATE GOVERNANCE REPORT CONTINUED

KEEPING SECTION 172 AT THE

FOREFRONT OF BOARD DISCUSSIONS

Area of focus

As a relationship-driven business,

our ability to maintain our position

as the world’s leading provider of

integrated shipping and offshore

services is driven by our people,

who are our biggest asset. Broking

is our largest division in terms of

our breadth of market coverage

and geographical spread, as well

as the number of brokers. Strategic

broking hiring, complemented by

internal development of talent and

promotions, have therefore always

been a key element of our strategy.

This was a particular area of focus

for the Board in 2024 as we sought

to further expand our Broking

expertise. Over the year, this has

included extending our presence

in Offshore and Renewables in

South Korea, establishing a new

Deep Sea Tanker Projects desk in

Brazil and expanding our offering

in the Middle East with a new Sale

& Purchase desk in Dubai. We have

also developed our derivatives

businesses and our coverage of

commoditiesmarkets.

How the Board considered section

172 mattersthrough its discussions

Long-term consequences:

The Board was satisfied that the

expansion of Broking expertise

through key hires and internal

promotions would support in

particular the ‘Enabling global trade’

aspect of the Company’s purpose.

85% of global trade is carried on

ships, and our Broking division

plays a key role in keeping global

trademoving.

In addition, it would support the

following strategicobjectives:

BREADTH

Increasing the breadth of

services offered to our clients

by establishing new desks in

keylocations.

REACH

Expanding our global reach

through new geographical

locations.

PEOPLE

Broadening our leadership

capability and strengthening

our succession planning for

keyroles.

GROWTH

Allowing us to capitalise on

opportunities for revenue

growth in new markets and

segments.

We also reviewed whether

expanding our Broking expertise

would create long-term financial

andsustainable value for the Group’s

stakeholders andwere of the view

that it would.

Employees:

A number of strategic hires

were made during the year,

each providing a broad range of

experience that more junior brokers

could learn from and enhancing our

leadership capabilities. Succession

planning for senior management

roles has also been a keen area

of focus for the Board and plans

have been enhanced by the new

hires. The strength of our talent

pipeline, which has been developed

through our competency and

behaviours framework and the

learning opportunities we provide,

has also enabled us to promote from

within, which provides inspiration for

the next generation oftalent.

Fostering relations with clients:

The expansion of our expertise

into both new products and new

geographical areas provides benefits

for the Group’s clients, allowing us to

better tailor our integrated offering

and enabling our clients to make

better informed decisions.

Impact on communities and

environment:

The Group is committed to

continuing to invest in the industry’s

green transition, which we see as

making a crucial contribution to the

communities inwhich we operate,

and which will have a long-term

positive impact on the environment.

Ledby key hires over the year,

we are continuing to broaden our

expertise in the services we provide

to the offshore and renewables

industry and to invest in our teams

which advise on the execution

and financing of alternate-fuelled

newbuilding ofvessels.

High standards of business

conduct:

A key focus when making new

hires is for management to satisfy

itself that the standards ofbusiness

conduct and the culture promoted

within the Group will continue to be

adhered to.

Board engagement

The Board has received regular

updates on both strategic hires and

internal promotions during the year

from the Executive Directors and

HR team, along with deep dives into

how these are aligned with the wider

Group strategy. We are satisfied

that this ongoing investment in our

broking expertise is continuing to

deliver our strategy and generate

value for our stakeholders.

Our section 172 statement

onpages 72 to 73.

CLARKSON PLC — 2024 ANNUAL REPORT

MEETING ATTENDANCE

Meetings

Current Directors

Laurence Hollingworth (Chair) 5/5

Sue Harris 5/5

Heike Truol 5/5

Former Director

Birger Nergaard

2/2

1 Stepped down as a Director and member of the Committee with effect from

9 May 2024.

HOW THE NOMINATION COMMITTEE SPENT ITS TIME

1. Annual effectiveness review

Review of actions arising from

the 2023 review and agreeing the

approach to the 2024 review.

2. Appointment/reappointment

ofDirectors

Matters relating to the annual

re-election of Directors,

the appointment of a new

Non-Executive Director and the

reappointment of Directors at the

end of their three-year term.

3. Governance

Various matters including the

annual review of the Nomination

Committee’s effectiveness and

the Nomination Committee

Report in the Annual Report.

4. Succession planning

Review of plans and activities

regarding non-executive,

executive and senior

management succession

planning.

1. Annual effectiveness review 13%

2. Appointment/reappointment

of Directors 33%

3. Governance 33%

4. Succession planning 21%

The skills and experience of Committee

members, on pages 88 to 91.

The role and responsibilities of the Committee,

on page 92.

The annual review of the Committee’s

effectiveness, onpages 106 to 107.

Click to find out more

The full Terms of Reference for the Committee

at www.clarksons.com/home/investors/

corporate-governance

CONTINUING TO FOCUS ON ALIGNING THE GROUP’S

LEADERSHIP WITH THE SKILLS, EXPERIENCE AND

DIVERSITY TO SUPPORT OUR GROWTH.

Laurence Hollingworth

Chair

AT A GLANCE

100

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

NOMINATION COMMITTEE REPORT

The Committee has continued to focus

on aligning the leadership of the Group

with the skills, experience and diversity

needed to support our long-term

strategy, growth and delivery.

Succession planning

It was announced in March 2024

that Birger Nergaard would not seek

re-election at the 2024 AGM, having

served nine years as a Non-Executive

Director. In anticipation of this, we

previously confirmed that a search

for a new Non-Executive Director

had been initiated, and Constantin

Cotzias joined the Board as an

independent Non-Executive Director in

August 2024. Constantin brings a strong

understanding of financial markets, data,

technology and experience in growing

data-focused businesses. Webelieve

that his knowledge and skills will be

invaluable as we continue to grow

thebusiness.

The most recent review of Board and

Committee performance reaffirmed

the Committee’s own view that the

capabilities of the Board provide the

right combination at the current time

to develop and deliver our strategy.

Looking forward, we will continue

to appraise how Board skills and

membership should evolve in response

to changes in our business and our

long-term direction.

The continued development of a talent

pipeline of future leaders is of course

a key element of executive succession

planning, which has remained a priority

this year for the Board as a whole. We

have received regular updates from the

Executive Directors and the Group Head

of HR on both the initiatives in place

to nurture our talent to be our future

leaders, and the key strategic hires made

during the year to complement our

development programmes.

Diversity

The Board strongly believes that

diversity at all levels of the business

results in better business outcomes

andhelps us achieve our strategy.

We have continued to assess diversity

across the Board, with particular focus

on the requirements in the Listing

Rules, the FTSE Women Leaders

Review and the Parker Review. We

have met the recommendation for

female representation in key Board

roles and we have one Director from an

ethnic minority background. The Board

currently comprises 37% women (three

of our eight Directors) and we remain

cognisant of the target for 40% female

representation. Whilst the Committee is

committed to ensuring that all aspects

of diversity are reflected among Board

members, our policy continues to be

one of selecting candidates with an

appropriate mix of skills, knowledge

and experience to ensure the continued

success of the business.

We remain equally focused on progress

within our senior leadership population

and have reviewed the initiatives which

are being pursued to enhance diversity

below Board level. Although shipping

has traditionally been a male-dominated

industry, the Our impact section includes

more details of the actions being

taken to foster a diverse and inclusive

workplace for all which, in the longer

term, will give rise to a more diverse

talent pipeline (see pages 48 and 49).

Board and Committee

performancereviews

Finally, I am pleased to report that

this year’s Board and Committee

performance reviews, which were

internally facilitated, concluded that

the Board and its Committees continue

to operate effectively. Some actions

were identified to enhance the Board’s

effectiveness. You can read more about

the process and the conclusions on

pages 106 and 107.

Laurence Hollingworth

Nomination Committee Chair

7 March 2025

Laurence Hollingworth

Chair

I AM PLEASED TO PRESENT

THIS REPORT ON THE

WORK OF THE NOMINATION

COMMITTEE OVER 2024.

101

CLARKSON PLC — 2024 ANNUAL REPORT

Non-Executive Directors

The Nomination Committee

reviews succession planning for the

Non-Executive Directors. Whilst

the tenure of the Directors is an

important factor, the Nomination

Committee is cognisant that this

cannot be reviewed in isolation.

Non-Executive Director succession

planning is therefore considered

within a wider context which

includes the size, structure and

composition of the Board; the

current balance of skills, knowledge,

experience and diversity on

the Board and whether it is

appropriate to continue to challenge

management and support the

delivery of the Group’s strategy;

provisions under the Code regarding

Board Committee composition;

and the benefits of refreshing

the membership of the Board

Committees.

Having reviewed the factors listed

above, and taking account of

feedback from the effectiveness

evaluation of the Board undertaken

in 2024, the Nomination Committee

drew the following conclusions

during the year:

— The tenure of the Directors (which

is set out on page 84) does

not give rise to any immediate

concerns as four of the six

Non-Executive Directors in office

as at the date of this report are in

their second three-year term and

one is in his first three-year term.

— The size of the Board is conducive

to an effective debate, being large

enough to bring a broad and

diverse range of backgrounds,

perspectives and experiences,

but not so large as to be

unwieldy. The structure of the

Board remains appropriate.

— The collective skills and

experience of the Non-Executive

Directors and the Board as a

whole had been strengthened

during the year by the

appointment of Constantin

Cotzias, who had brought to the

Board a strong understanding

of financial markets, data,

technology and experience

in growing data-focused

businesses. The Nomination

Committee was therefore

satisfied that the Board’s skills

and experience remained aligned

with the Group’s operations and

strategy.

— The target for ethnic diversity

set out in the Parker Review and

the recommendation under the

FTSE Women Leaders Review

to have at least one woman in

a senior Board role had been

met. However, the Nomination

Committee remains cognisant

of the benefits of continuing to

enhance Board diversity and

of the target for 40% female

representation by the end

of 2025.

— The Company complies with

all provisions under the Code

in relation to Board Committee

memberships.

In addition to this longer-term view,

the Nomination Committee has also

considered succession planning

across a short-term horizon. It

was satisfied that, in the event

that one of the Board Committee

Chairs was unexpectedly unable

to fulfil their duties, the current

Board composition would allow

contingency cover to be identified

and the Board Committee to

continue to operate effectively

whilst still meeting any specific

Coderequirements.

Chair

To ensure that an effective Chair is in

place at all times to lead the Board,

and that the Board would be able

to act quickly when a search for a

new Chair needed to be undertaken

in the future, the Nomination

Committee has established a

framework for Chair succession.

This outlines the process to be

followed, as well as confirming any

arrangements to be implemented at

short notice in the event of the Chair

being temporarily absent.

Executive positions and senior

management

Through the Nomination Committee,

the Board has remained close to

discussions on executive and senior

management succession planning.

Afocus on the building-out of teams

in both existing and new jurisdictions

and business lines has been a focus

for 2024. This has complemented

the annual promotions process,

which utilises a framework to

assess, promote and develop our

future leaders on a consistent

basis and secure the pipeline of

key talent for succession to more

senior roles. The opportunity

to develop as senior leaders is

enhanced by the participation of our

people in divisional management

forums, management offsites,

and attendance at our global

strategy-setting meetings at the

start of each year. Our key objective

and focus is to ensure that our

people become our future leaders.

We create an environment in which

our people have broad experience,

collaborate across our business

and participate in the running

of their respective businesses

to gain exposure to leadership

responsibilities. Emergency

succession plans are in place for the

Executive Team and other key senior

management positions.

The Nomination Committee remains

satisfied that this approach is

appropriate to continue to develop

the right skills and capabilities in

the levels below the Board, retain

and develop key talent, and to

mitigaterisk.

SUCCESSION PLANNING

102

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

NOMINATION COMMITTEE REPORT CONTINUED

BOARD APPOINTMENTS

The Nomination Committee

is responsible for making

recommendations to the Board

regarding appointments of new

Directors and membership of Board

Committees, as well as reviewing the

reappointment of Directors at the

end of their three-year terms.

During the year, the Nomination

Committee made recommendations

to the Board to appoint Constantin

Cotzias as a new Non-Executive

Director and member of the

Audit and Risk Committee, and to

reappoint Martine Bond and Dr Tim

Miller for a further three-year term.

Details of the process to appoint

Constantin are set out below.

Constantin’s biography can be

foundon page 90.

PROCESS APPOINTMENT

Board decision to initiate

search process (made on the

recommendation of the Nomination

Committee)

New Non-Executive Director to be appointed in order to deepen

knowledge on the Board of technology solutions, particularly around

theuse of data and analytics.

Selection of search firm, taking

account of those firms who are

signatories to the Voluntary Code of

Conduct for Executive Search Firms

Following a selection process involving a number of firms, Russell Reynolds

(who have no other connection with the Company or its Directors) were

engaged.

Search firm provided with objective

criteria to assess potential

candidates against

— Significant and senior experience of a global data-focused business.

— Experience of building, developing and retaining high-performing teams

with a digital growth agenda.

— Commercially astute and entrepreneurial, with a track record of

delivering organic growth.

— Good cultural fit, including a collaborative and consultative approach,

whilst broadening the cognitive and cultural diversity of the Board.

Longlist debated by Nomination

Committee

Considerations:

— Suitability against the job specification.

— Ability to commit sufficient time to the role.

— Any potential conflicts.

Interviews with those shortlisted

andpreferred candidate confirmed

Constantin Cotzias nominated as preferred candidate:

— Constantin would bring a strong understanding of financial markets,

data, technology and experience in growing data-focused businesses.

— Particular consideration was given to Constantin’s time commitment in

relation to his executive role at Bloomberg.

— The potential for conflict between Constantin’s executive role and his

directorship at Clarksons was considered, and it was concluded that no

conflicts existed.

Formal recommendation by

Nomination Committee to Board

andBoard approval

Approved by the Board with effect from 5 August 2024.

Induction programme agreed Details of our induction programme can be found below.

Induction

All newly appointed Directors

receive a comprehensive induction

programme which is tailored to their

needs. The Chair and the Group

Company Secretary are responsible

for designing an effective induction

programme, with the objectives of:

— Facilitating the Director’s

understanding of the Group

from both an internal and an

external perspective: its culture,

stakeholders, key businesses and

markets, and operations on the

ground;

— Providing them with any key

insights into Committee-specific

matters, as relevant; and

— Enabling their effective

contribution to the Board as early

as possible.

103

CLARKSON PLC — 2024 ANNUAL REPORT

Election and re-election

ofDirectors

The Code sets out that all Directors

should offer themselves for election

by shareholders at the first AGM

following their appointment,

and for re-election on an annual

basis thereafter. The Nomination

Committee leads the process for

evaluating whether the Board should

recommend the election/re-election

of Directors to shareholders. In

forming a recommendation to

the Board, it takes account of

the contribution to the Group’s

strategy, performance, time

commitment and independence

of each Non-Executive

Director. The appraisals of

the Executive Directors are

also considered by the Board

prior to their re-election being

recommended.

Contribution to strategy

The contribution that each Director

makes to the Group’s strategy is set

out in their biographies on pages 89

to 91.

Director performance reviews

The process by which the

performance of the Directors

is reviewed is set out on page

106. The reviews concluded that

each of the Directors continues

to perform effectively and to

demonstrate commitment to

theirrole.

Time commitment

Although the letter of appointment

of each Non-Executive Director

includes an anticipated time

commitment, the letter also states

that Directors are expected to

commit sufficient time to their

directorship to discharge their

obligations to the Company.

The Nomination Committee reviewed

the time that each Non-Executive

Director commits to the Company

and was satisfied that this was

sufficient to discharge their duties

fully and effectively in eachcase.

The Nomination Committee also

considered the external directorships

and other commitments of each

Director and confirmed that they

did not give rise to any concerns

that each Director was not able

to commit sufficient time to their

directorship at the Company.

Independence

The Nomination Committee

assesses the independence of the

Non-Executive Directors against

the criteria set out in the Code.

This highlights that to be classed

as independent, non-executive

directors should be independent

in character and judgement and

free from any relationships or

circumstances which may affect

that judgement. The Nomination

Committee assesses independence

annually prior to recommending the

election/re-election of the Directors.

However, the Nomination Committee

also revisits its assessment as

and when there are any changes

in circumstances and prior to

recommending any reappointments

for a further term to the Board.

During its annual assessment, the

Nomination Committee satisfied

itself that there had not been any

changes in circumstances which

would impact on the previous

assessment that all Non-Executive

Directors were independent.

Conclusion

The Board approved the Nomination

Committee’s recommendation that

each Director should be proposed

for election/re-election at the 2025

AGM. Further information about the

Directors, which highlights their skills

and areas of expertise, is set out on

pages 89 to 91.

Development

As part of our ongoing development,

the Board receives briefings on legal,

regulatory and governance matters

as they arise. Details of training

sessions held during the year can

befound on page 107.

To improve our understanding and

knowledge of the business, senior

managers make presentations to

the Board on strategic matters

and key industry and business

developments. This also provides us

with an opportunity to engage with

employees who may be considered

as part of succession planning.

During the year, we received

updates on the market outlook, and

deep-dives into key business lines

were presented during the Board’s

visit to Aberdeen (read more on

page 98). To ensure our ongoing

awareness of Group policies and

procedures, we also complete the

online training modules that are

mandatory for employees.

104

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

NOMINATION COMMITTEE REPORT CONTINUED

The Board is committed to supporting

the work of the Group to look for new

and innovative ways to ensure a diverse

and inclusive workforce at every level of

the organisation.

Board

We recognise that diversity, in its

broadest sense, is a key driver of an

effective board. We strive to ensure

that we have a diverse board comprised

of individuals with a broad range of

backgrounds, skills, experience, expertise

and perspectives, and which utilises

these qualities in order to generate

effective debate, challenge, problem

solving and decision-making.

We have adopted a Group Diversity and

Inclusion Policy, which also incorporates

our approach to Board diversity. This

confirms that the Board strongly

supports the principle of boardroom

diversity, which includes a number of

aspects including gender, ethnicity,

disability, religion and political views. It

does not include measurable targets for

any aspect of diversity and explains that

all appointments are subject to formal,

rigorous and transparent procedures

and should be made on merit against a

defined job specification and criteria.

As at 31 December 2024, the Board

had met the recommendation under

the Listing Rules and the FTSE Women

Leaders Review to have at least one

woman in a senior Board role (through

the appointment of Sue Harris as SID).

The Nomination Committee remains

cognisant of the target for 40% female

representation on the Board and will

take account of this in future succession

planning, always noting that our

priority remains the identification of the

strongest candidate for the role, based

on clear and objective search criteria.

As at 31 December 2024, one member

of the Board was from a minority ethnic

background, meeting the target set

out in the Listing Rules and the Parker

Review recommendations.

Workforce

Our people are the driving force of our

Company, and we are committed to a

diverse and inclusive workplace where

we prioritise their health, wellbeing and

development. Our senior leaders and

the wider business understand the value

of an inclusive culture, where everyone

has an equal chance to do well, and

where all people can thrive and develop,

helping the business to grow. We can

see this represented in our nationality

statistics – our workforce is made up of

individuals from 60 different countries

across the globe, which creates a vibrant

and energetic environment that truly

celebrates the varied cultures of those

who work for us.

Our DEI focus prioritises practical steps

that deliver tangible results including

recruiting a workforce which represents

people across all identities and

backgrounds by diversifying our pool of

candidates and recruitment channels.

We afford all our employees the same

career opportunities through clarity of

expectation and consistent assessment

and promotion criteria, and ensure our

staff feel part of the wider Clarksons

global community through engagement,

communication and support. We

are improving our understanding of

our workforce through data capture

and analytics. An example of this in

action is the cohorts of the Global

Trainee Broker Programme in 2023

and 2024. The cohort was made up of

multiple nationalities across a number

ofoffices and was over 35% female.

Further examples of how we are

strengthening our diverse pipeline

include:

— Partnering with Encompass Equality

as one of its founding members

to increase diversity, equity and

inclusion within the Group, with

a focus on female retention and

progression.

— Increasing the coverage and scope

of our demographic data for

current employees to better assess

our diversity and identify areas to

focuson.

— We are establishing a Women at

Clarksons Committee to focus on

employee-led initiatives already

happening in the business.

BOARD AND SENIOR MANAGEMENTDIVERSITY

AS AT 31 DECEMBER 2024

BOARD –

ETHNICITY

BOARD –

GENDER

BOARD –

AGE

EXECUTIVE

COMMITTEE –

GENDER

EXECUTIVE COMMITTEE

AND DIRECT REPORTS

– GENDER

1. White 7

2. Mixed/multiple

ethnic group 1

1. Male 5

2. Female 3

1. 50-59 4

2. 60-69 4

1. Male 17

2. Female 3

1. Male 227

2. Female 60

DIVERSITY

105

CLARKSON PLC — 2024 ANNUAL REPORT

The Board is cognisant that changes

in strategy, personnel and the

external environment may need

to drive changes in the way that

we operate in order to maximise

our effectiveness. We therefore

recognise the benefits of regularly

evaluating our own effectiveness

and that of our Committees (atleast

annually) so that we can take any

actions necessary to ensure that

wecontinue to perform effectively.

2024 review

The 2024 review was internally

facilitated. TheNomination

Committee led the review.

Anoverview of the process

isprovided to the right.

Outcome

The Board review highlighted

the collaborative dynamics in the

boardroom, emphasising the positive

and constructive atmosphere which

facilitates good dialogue between

both the Non-Executive and the

Executive Directors. As in previous

years, the review also highlighted the

benefit obtained from more informal

Board interaction which facilitates

the discussion of topics in a wider

context. A number of areas were

proposed for deep-dive discussions,

and these are being incorporated

into the 2025 Board programme.

The Board Committees were

confirmed to be operating

effectively, and fulfilling their

Termsof Reference.

Nomination Committee members

highlighted the importance of

maintaining the focus on succession

planning and further enhancing

members’ understanding of

internaltalent.

The Audit and Risk Committee noted

the need to remain up to date with

developments around ESG matters

and risks in relation to sanctions,

and agreed that further training

on these areas should be arranged

for 2025. The Audit and Risk

Committee was also cognisant of

the need to maintain its focus on the

work being undertaken to comply

in 2026 with the new provision 29

of the UK Corporate Governance

Code regarding the effectiveness

ofmaterial controls.

Members of the Remuneration

Committee signalled the need

to stay abreast of global market

remuneration trends.

Director performance reviews

The performance of the

Non-Executive Directors is reviewed

annually in tandem with the Board

and Committee performance

reviews, and the Nomination

Committee agrees the approach

tobe taken.

The performance of the Chair

and the Non-Executive Directors

was considered focusing on the

contribution made by each Director

over the year, how that contribution

was made and their commitment

to the role. The SID met separately

with the Non-Executive Directors

to seek feedback on the Chair’s

performance, and discussed the

output with the Chair.

The performances of the CEO

and the CFO & COO were also

appraised separately, and feedback

was presented to the Remuneration

Committee as part of the annual

remuneration review.

It was concluded that each Director

continued to perform effectively

and to demonstrate commitment

totheirrole.

Stages of the Board and

Committee performance review

October 2024

Approach and areas of focus

agreed by the Nomination

Committee

November–December 2024

Questionnaires completed

One-to-one meetings between

the SID and other Directors to

consider the performance of

theChair

January 2025

Output reviewed and discussed

with the Chair, SID and

Committee Chairs

Areas of focus for 2025 agreed

February 2025

Feedback discussed and action

plans approved by the Board

and its Committees

106

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

NOMINATION COMMITTEE REPORT CONTINUED

BOARD AND COMMITTEE PERFORMANCE REVIEWS

BOARD

Enhance some of the skills present inthe boardroom Fulfilled through the appointment of Constantin

Cotzias inAugust 2024.

Board appointments on page 103.

Continue to provide opportunities for less formal

interaction between Directors

The mid-year Board and Committee meetings were

held in Aberdeen, providing moreopportunities for the

Board to interact informally both with each other and

withsenior employees.

Board visit to Aberdeen on page 98.

Business presentation at Board meetings to be

continued

Presentations through the year included the Gibb

Group and Clarksons Offshore andRenewables

businesses.

NOMINATION COMMITTEE

Maintain the focus on succession planning Continued to be an area of focus.

Succession planning on page 102.

AUDIT AND RISK COMMITTEE

Training to be undertaken on ESG matters

andrisksaround cyber security

Training sessions were held during the year, facilitated

by the Group Head of HR andtheChief Security

Officer respectively.

REMUNERATION COMMITTEE

Stay abreast of market developments

regardingremuneration

In-person updates provided by the Remuneration

Committee’s remuneration advisor, as well as the

circulation of relevant market updates.

Training to be undertaken on financial crime

legislation

Training session held during the year.

107

CLARKSON PLC — 2024 ANNUAL REPORT

2023 review

The principal actions arising from the 2023 review have all been completed as set out below:

COMPOSITION AND MEETING ATTENDANCE

Meetings

Sue Harris (Chair)

4/4

Martine Bond 4/4

Con Cotzias

1/1

Dr Tim Miller 4/4

Heike Truol

3/3

1 Sue Harris satisfies the requirement for the Committee to have a member with

recent and relevant financial experience given that she is a chartered management

accountant and gained a broad range of experience in senior finance roles during

hercareer.

2 Appointed as a member with effect from 5 August 2024.

3 Stepped down as a member with effect from 5 August 2024.

Other regular attendees at meetings include:

— CFO & COO and senior management in Finance

— Group Company Secretary

— Lead Audit Partner and Group Audit Director, PwC

AT A GLANCE

RETAINING OUR FOCUS ON

THE INTEGRITY OF OUR

FINANCIAL REPORTING

AND OUR ROBUST RISK

MANAGEMENT SYSTEMS.

Sue Harris

Audit and Risk Committee Chair

HOW THE AUDIT AND RISK COMMITTEE SPENT ITS TIME

1. Financial reporting

All matters relating to the release of

preliminary and interim results and

trading statements, including key

judgements and estimates, viability

and going concern assessments

and the Annual Report.

2. External audit

Regular updates from the External

Auditor on audit plans, progress

and findings; private sessions with

the External Auditor (without

management present); and the

recommendation to the Board to

reappoint the External Auditor.

3. Internal audit

Regular review of plans and reports

from internal audit outsourced

partners, and the annual review

oftheir effectiveness.

4. Risk management

andinternalcontrols

Strengthening the internal control

framework and implementation

of the next phase of our new

global financial system, as

well as regular updates on risk

management, cyber security,

compliance (including sanctions)

and litigation.

5. Governance

Various matters including the

annual review of the Audit and

Risk Committee’s effectiveness

and its Terms of Reference.

1. Financial reporting 15%

2. External audit 31%

3. Internal audit 16%

4. Risk management and

internal controls 35%

5. Governance 3%

The skills and experience ofCommittee

members, onpages 88 to 91.

The role and responsibilities ofthe Committee,

on page 92.

The annual review of the Committee’s

effectiveness, onpages 106 to 107.

Click to find out more

The full Terms of Reference for the Committee

at www.clarksons.com/home/investors/

corporate-governance

108

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

AUDIT AND RISK COMMITTEE REPORT

and understandable and provides

the necessary information to

shareholders to assess the Group’s

position and performance,

business model and strategy.

Thisis described in more detail

onpage111.

External audit

The Committee has an open

relationship with the External

Auditor, and effective and timely

communication is key to this. We

have had regular private meetings

with the External Auditor during

the year in order to allow both

Committee members and the

Auditor to raise any issues directly.

I have also met regularly with Tim

McAllister, our new external audit

partner at PwC.

Internal audit

Our internal audit programme has

continued to focus on our biggest

risk areas, providing the Committee

with assurance over these and

making recommendations to

enhance the control environment.

Risk management and

internalcontrols

The Committee has continued

to play a key role in promoting

the maintenance of a robust risk

management framework and

internal control environment.

Management has remained

focused on the implementation

of our new global financial

system which is providing

significant improvements,

efficiency and transparency

in our financial control and

reporting processes. Phase 3 was

completed successfully during

the year, whilst phase 4 went

live in early 2025. The majority

of our global locations are now

using the system. It is already

delivering benefits including

less reliance on manual controls

and enhanced management

information. The Committee

received regular updates on the

implementation throughout the

year and was satisfied that the

approach being taken did not

expose our financial reporting

to any significant risks. Wewill

gain further assurance over this

during 2025, through an internal

audit review of the implementation

Sue Harris

Audit and Risk Committee Chair

in our largest location in London,

including the extent to which

revised processes and controls

have been embedded.

We have continued to consider

evolving reporting requirements

in this area, particularly the

updated provision 29 of the UK

Corporate Governance Code

which will be effective for the

year ended 31 December 2026.

Acomprehensive review of

controls across the Group has

commenced to identify those

controls which are deemed to

be material and to ensure they

are appropriately embedded

within our risk management

framework. The Committee is

satisfied with the approach being

taken and the ongoing work will

remain an area of focus in 2025.

Governance

The Committee’s performance and

effectiveness were reviewed as part

of the internal Board evaluation

undertaken during the year, more

details of which can be found on

page 106. I am pleased to confirm

that the evaluation confirmed

that the Committee is operating

effectively and fulfilling the duties

delegated to it by the Board.

I would like to welcome Constantin

Cotzias who joined as a Committee

member in August 2024, and to

thank Heike Truol who stepped

down as a Committee member

after four years.

The Board remains satisfied

that the Committee as a whole

has experience and technical

competence relevant to the sector

in which we operate, and that the

Committee members have the

appropriate knowledge, skills and

experience to enable effective

challenge and fulfil the duties

delegated to the Committee.

To enhance this further, the

Committee received training on

sustainability reporting during

theyear.

Sue Harris

Audit and Risk Committee Chair

7 March 2025

I AM PLEASED TO PRESENT

OUR AUDIT AND RISK

COMMITTEE REPORT

FOR THE YEAR ENDED

31DECEMBER2024.

This report provides shareholders

with an update on our key areas of

responsibility: financial reporting,

external audit, internal audit and risk

management and internal controls.

Financial reporting

The Group recognises the importance

of robust and informative financial

reporting to investors, and the

Committee places significant

emphasis on overseeing the quality

and integrity of the Group’s reporting

processes, accounting policies and

practices. The Committee reviewed,

and where necessary challenged, the

significant financial judgements and

estimates made by management in

respect of the 2024 half year and full

year results, supported by input from the

External Auditor (PwC). The Committee

considered the financial and narrative

reporting to ensure consistency of the

half year and full year reports before

recommending them to the Board

forapproval.

The Committee also undertook a review

of whether the 2024 Annual Report,

taken as a whole, was fair, balanced

109

CLARKSON PLC — 2024 ANNUAL REPORT

SIGNIFICANT ISSUES CONSIDERED IN RELATION

TO THE 2024 FINANCIAL STATEMENTS

RISK OF IMPAIRMENT

OF TRADE

RECEIVABLES

Area of focus

A number of judgements are

made in the calculation of the

provision for impairment of

trade receivables, primarily the

age of the balance, location

and known financial condition

of certain clients, existence of

any disputes, recent historical

payment patterns and any

other available information

concerning the creditworthiness

of thecounterparty.

Audit and Risk Committee

review and conclusion

The Audit and Risk Committee

discussed with management its

analysis, associated judgements,

the related controls and its

conclusions.

The Audit and Risk Committee

is satisfied with management’s

judgements and that the level

of provisioning of £22.0m is

consistent with the analysis.

The Audit and Risk Committee

discussed with the External

Auditor its audit procedures

in relation to the provision and

itsfindings.

CARRYING VALUE

OFGOODWILL

Area of focus

Determining whether an

impairment charge is required

for goodwill involves significant

judgements about forecast

future performance and cash

flows of cash-generating units

(‘CGUs’), including growth

in revenues and operating

profit margins. It also involves

determining an appropriate

discount rate and long-term

growth rate.

Audit and Risk Committee

review and conclusion

The Audit and Risk Committee

discussed with management

the results of its analysis and

evaluated the appropriateness

ofthe assumptions used within

itsimpairment test model. It also

considered appropriate stress

testing of assumptions.

The Audit and Risk Committee

is satisfied with management’s

assumptions and judgement,

and with the conclusions not to

record an impairment in any of

the CGUs and that appropriate

sensitivity disclosures have

been included in the financial

statements.

The Audit and Risk Committee

discussed with the External

Auditor the results of its testing,

including its review of the

appropriateness of the discount

rate and growth assumptions.

CARRYING VALUE

OF INVESTMENTS

(PARENTCOMPANY)

Area of focus

Determining whether an

impairment charge is required

in the balance sheet of the

Parent Company in relation to

its investments in subsidiaries

involves significant judgements

about forecast future

performance and cash flows

of the underlying investments,

including growth in revenues

and operating profit margins.

It also involves determining an

appropriate discount rate and

long-term growth rate.

Audit and Risk Committee

review and conclusion

The Audit and Risk Committee

discussed with management

the results of its analysis and

evaluated the appropriateness

ofthe assumptions used within

its impairment test model.

The Audit and Risk Committee

is satisfied with management’s

assumptions and judgement,

andwith the conclusion that

no impairment charge on

theinvestments is required.

The results of the Audit and

Risk Committee’s review of

management’s testing were

subsequently discussed with

theExternal Auditor.

110

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

AUDIT AND RISK COMMITTEE REPORT CONTINUED

FINANCIAL REPORTING

In reviewing the Company’s half year

and annual financial statements, the

Audit and Risk Committee considers

the overall requirement that the

financial statements present a ‘true

and fair view’ and takes account of

the following:

— The accounting policies and

procedures applied (see note

2 of the consolidated financial

statements on pages 154 to 165).

— The significant issues set out on

the previous page. These areas

were agreed as part of the audit

planning process and the Audit

and Risk Committee discussed

them in detail with management

and the External Auditor

throughout the year.

— Material accounting assumptions

and estimates made by

management (see page 110).

— Compliance with relevant

accounting standards and other

regulatory financial reporting

requirements including the UK

Corporate Governance Code and

the European Single Electronic

Format (‘ESEF’) regulation.

— The effectiveness and application

of internal financial controls.

— The External Auditor’s view of

management’s judgements (as set

out on pages 141 to 143).

The Company has complied with

ESEF, which requires the Annual

Report to be filed in a ‘tagged’

format. The Finance department

(which undertakes the tagging)

has provided the Audit and Risk

Committee with assurance as to

the process by which this has been

completed. The External Auditor is

not required to audit the tagging.

Fair, balanced and understandable

The Audit and Risk Committee

advises the Board as to whether the

Annual Report, taken as a whole, is

fair, balanced and understandable. In

making its assessment in respect of

the 2024 Annual Report, the Audit

and Risk Committee considered that:

— The CFO & COO and Group

Company Secretary oversaw the

production of the Annual Report,

with input and review provided by

a cross-functional team of senior

management.

— The messaging and tone were

agreed at an early stage, and

communicated to all contributors

to ensure consistency between

the narrative and financial

reporting.

— The framework for the document

was reviewed to ensure that it

would drive a clear, balanced

and understandable report from

a shareholder and stakeholder

perspective.

— An extensive verification process

was undertaken to ensure factual

accuracy.

— The External Auditor undertook

comprehensive reviews of

drafts of the Annual Report

and presented the results of its

audit work to the Audit and Risk

Committee.

— Board members received drafts

of the Annual Report for their

review, challenge and input which

provided an opportunity to

ensure that the key messages in

the report were aligned with the

Company’s position, performance

and strategy, and consistent with

the financial results.

The Audit and Risk Committee

reviewed the final draft of the Annual

Report, and paid particular attention

to information and disclosures in the

report in relation to our key risks,

the financial review, strategy, TCFD

and section 172 reporting. The Audit

and Risk Committee also considered

the Annual Report holistically

and satisfied itself on the

followingpoints:

On the basis of the steps put in

place by management and its own

review and challenge of whether

the information necessary for

shareholders and stakeholders to

assess the Group’s position and

performance, business model

and strategy was appropriately

disclosed, the Audit and Risk

Committee concluded that the 2024

Annual Report is fair, balanced

and understandable and advised

the Board accordingly. The Board

concurred with this view and the

statement confirming it can be

foundon page 139.

Is the Annual Report fair?

— Are we reporting on both our successes

and opportunities as well as our

difficulties and challenges?

— Are the key messages in the narrative

highlighted appropriately and reflected

in, and consistent with, the financial

reporting?

Is the Annual Report balanced?

— Is there a good level of consistency

between the narrative reporting in the

front and the financial reporting in the

back of the report?

— Are the statutory and adjusted measures

explained clearly with appropriate

relative prominence?

Is the Annual Report understandable?

— Is there a clear and understandable

framework to the report?

— Do we explain our business model,

strategy and accounting policies simply,

using precise and clear language?

— Is the layout clear with good linkage

throughout in a manner that reflects the

Company’s performance and prospects?

111

CLARKSON PLC — 2024 ANNUAL REPORT

Viability statement and

goingconcern

The Audit and Risk Committee

considered and reviewed three

scenarios, with sensitivities, to

assess the long-term viability of

theGroup. Those scenarios reflected

key financial drivers, broad business

and external market factors and

principal risks. In preparing their

analysis, management considered

the compounding impact of certain

drivers of performance. The viability

assessment adopted a three-year

time period, which the Audit

and Risk Committee considered

remained appropriate.

The early part of the viability

assessment was used to support the

adoption of the going concern basis

for the preparation of the financial

statements.

The Audit and Risk Committee

was satisfied that the viability

assessment was robust and that it

could recommend it to the Board.

Furthermore, the Audit and Risk

Committee was also satisfied that

the preparation of the financial

statements on a going concern basis

remained appropriate.

Further information about the

viability and going concern

assessments is set out on pages

80to 82.

EXTERNAL AUDIT

The Audit and Risk Committee

manages the relationship with

the External Auditor on behalf of

the Board. This includes assessing

its performance, effectiveness

and independence annually;

recommending its appointment

to the Board; and approving its

remuneration.

Appointment and tender

PwC has been the External Auditor

to the Group since 2009 and was

reappointed as External Auditor

in 2018 (in respect of the 2019

audit cycle) following a competitive

tender process. PwC will be subject

to mandatory rotation in 2029.

TimMcAllister assumed the role of

Lead Audit Partner from the 2024

audit cycle, having shadowed the

previous Lead Audit Partner for

the 2023 audit.

The Company is required to

undertake a mandatory audit

tender process after 10 years and

the decision on precisely when to

undertake such a process will be

taken by the Committee. Having

reviewed this requirement during

theyear, the Committee has

concluded that it remains satisfied

with the effectiveness and quality of

PwC’s audit work, their capabilities

and their relationship with the

Group. As a result, it is not currently

anticipated that a tender process

will be conducted before such a

process is required, in respect of

the31 December 2029 year-end.

Audit planning

The Lead Audit Partner and the

Group Audit Director are invited

to attend all meetings of the Audit

and Risk Committee. At appropriate

points in the audit cycle, PwC

presents reports to the Committee

on its plan and approach for the

full year audit and half year review

(including how audit quality will

be addressed), and the outcome

of their audit work. Prior to these

meetings, PwC engages extensively

with management to ensure that

planning is aligned appropriately

with the key judgement areas

and to challenge management’s

assumptions, judgements and

estimates. The detailed reports that

PwC presents to the Audit and Risk

Committee at the full year and the

half year allow the Audit and Risk

Committee to assess the consistency

of the work undertaken with the

audit plan; and the quality of the

audit, taking note of the level of

professional scepticism employed

and the degree of challenge of

management.

The significant issues considered

in relation to the 2024 financial

statements are set out on page

110. These areas were agreed

as part of the audit planning

process. The Audit and Risk

Committee has not requested

that the External Auditor review

any further areas falling outside of

the scope agreed at the start of

theaudit.

112

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

AUDIT AND RISK COMMITTEE REPORT CONTINUED

REVIEW AREA CONCLUSIONS

Planning and delivery

— The audit approach, plan and scope

— Delivery and performance against the audit plan

— Considering whether PwC is appropriately

focused on the most significant risk areas, and the

effectiveness of its review processes and partner

oversight

— The audit partner and team were confirmed to be of

a high quality

— A well planned and delivered audit, with work

completed on schedule and management

comfortable that any key findings had been raised

appropriately

— Active engagement on misstatements and

appropriate judgements on materiality

— Demonstrated a strong understanding of our

business, the wider industry in which we operate and

the risks and challenges we face

— Appropriate focus on the areas of greatest financial

reporting risk

— Reporting to the Audit and Risk Committee was

clear, open and thorough

— An appropriate level of challenge during the course

of the audit, with PwC and the Audit and Risk

Committee challenging management’s judgements

and assertions on key accounting judgements

Resources

— The qualifications, experience and expertise of the

audit team

— The availability of the necessary resources

— The audit team’s knowledge of the Company and

the environment in which the Group operates

Communications

— The communication and engagement between

management and PwC, and management’s

responsiveness to requests from PwC for

information

— The content and quality of PwC’s written

reports and contributions to the Audit and Risk

Committee’s discussions

Challenge

— The extent to which PwC demonstrates

professional scepticism and challenges

management

— The confidence of the Audit and Risk Committee

in PwC’s judgements and its transparency with the

Committee

Quality

— PwC’s quality control procedures and how these

support the delivery of a high-quality audit

— The latest FRC Audit Quality Inspection report on

PwC and actions being taken by PwC to address

the findings raised

Following its annual review of effectiveness of the External Auditor, the Audit and Risk Committee reported its

findings to the Board, concluding that PwC remained effective and had delivered a quality audit.

Effectiveness

Alongside ongoing review throughout the year, the Audit and Risk Committee conducts an annual assessment of

the effectiveness of the External Auditor and the external audit process. The views of members of the Audit and Risk

Committee and management are sought and the areas covered include:

113

CLARKSON PLC — 2024 ANNUAL REPORT

Independence

The Committee regards the

independence of the External

Auditor as absolutely crucial in

safeguarding the integrity of the

audit process. Processes (as set out

to the right) have been implemented

by both the Group and the External

Auditor to safeguard the latter’s

independence from the Company.

The External Auditor confirmed

that all partners and staff involved

with the audit had complied with

their ethics and independence

procedures during the year. No other

areas of concern were raised during

the year, and the Audit and Risk

Committee remains satisfied that

the independence and objectivity

ofPwC have been maintained.

Auditor reappointment

Taking into account the review of

effectiveness and independence of

the External Auditor, the Audit and

Risk Committee recommended to

the Board the reappointment of

PwC. Resolutions reappointing PwC

as External Auditor and authorising

the Directors to set the Auditor’s

remuneration will be proposed at

the 2025 AGM.

Statutory Audit Services Order

The Audit and Risk Committee

confirms its compliance for the

year ended 31 December 2024

with the Competition and Markets

Authority’s Statutory Audit Services

for Large Companies Market

Investigation (Mandatory Use of

Competitive Tender Processes and

Audit Committee Responsibilities)

Order 2014.

INTERNAL AUDIT

Internal audit is one of the principal

elements of the Group’s internal

control system and provides the

Audit and Risk Committee with

independent assurance over, and

insight into, the effectiveness of risk

management systems, governance

processes and business controls.

Recommendations are made to

address any key findings and

improve processes.

Group activities

Grant Thornton was appointed by

the Audit and Risk Committee as

an outsourced partner to provide

internal audit activities in the

wider Group in late 2018 following

a competitive tender process.

GrantThornton is considered by

the Audit and Risk Committee to

beindependent.

A rolling three-year plan, which

is aligned to the principal risks

and focuses on the biggest

risk areas, is in place to ensure

appropriate coverage of key internal

controls. The plan is approved

annually, but remains under review

and subject to change throughout

the year to reflect any changes in

risk profile, strategic and business

objectives, regulatory changes and

the wider external environment.

Progress against the plan is

monitored by the Audit and Risk

Committee through regular updates

on activities and on the status of

actions arising from previous audits.

In 2024, audits were carried out

on Sanctions, Cyber Security, ESG

Approach, Minimum Controls

Framework Testing and Expenses.

No high-risk issues were identified

through the course of the audits

and implementation of audit actions

is being tracked through regular

updates to the Audit and Risk

Committee.

The Committee Chair meets

separately with Grant Thornton

to receive updates on planned

and completed internal audit

activities. The Audit and Risk

Committee meets privately

with Grant Thornton without

management present at least

onceevery year in order that

GrantThornton can raise any

issuesdirectly.

PwC’s annual

independenceletter

Provides the Audit and Risk

Committee with assurances over

the internal control procedures

PwC has in place to safeguard

its independence and objectivity,

including confirmation that it

operates in accordance with

the ethical standards required

of audit firms, and that all its

partners and staff involved with

the audit do not have any links

to the Group.

Non-Audit Services Policy

Mandates that the External

Auditor and their associated

audit network firms will not be

used for any non-audit services,

other than certain prescribed

exceptions. The exceptions

relate to where services

are required by statute or

regulation; or the local statute

law permits the provision of

such services, and the External

Auditor is best placed to

preserve the quality of the

non-audit service and there are

limited feasible alternatives.

Note 3 on page 167 provides

further information on the fees

paid to the External Auditor

during the year.

Policy on Employment of

Former Employees of the

Statutory Auditor

Requires the External Auditor’s

internal independence team

to be consulted if a Group

company wishes to consider

employing a person who has

been a member of the audit

team within the past 24 months.

The Group has not employed

any member of the audit

team or audit partners during

theyear.

114

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

AUDIT AND RISK COMMITTEE REPORT CONTINUED

The Audit and Risk Committee reviewed

the effectiveness of the internal audit

services provided by Grant Thornton

during the year. This assessment focused

on the purpose, processes, performance

and relationships with Grant

Thornton. The Committee concluded

that Grant Thornton remained effective.

At the time of Grant Thornton’s

engagement, the appointment of an

outsourced partner had been agreed

to be the most effective approach to

supporting internal audit activities,

and the Committee is satisfied that

the current arrangements continue to

provide effective assurance over the

riskand control environment.

Clarksons Securities AS

(‘SecuritiesAS’)

Due to its regulated status, a separate

internal audit arrangement is in place

for our banking and finance operations

headquartered in Norway. During 2024,

KPMG performed this function on an

outsourced basis. The Securities AS

board approves the annual plan and

reviews the results of audits. An update

on activities was provided regularly to

the Audit and Risk Committee. There

were no significant issues identified

during the year.

INTERNAL CONTROLS AND

RISK MANAGEMENT

Together with the Board, the Audit

and Risk Committee is responsible

for reviewing the adequacy and

effectiveness of the Group’s system

of internal control and the risk

management framework.

Internal controls

The Group’s system of internal control

allows the Group to safeguard its assets,

prevent and detect material fraud

and errors, and ensure accuracy and

completeness of its accounting records

which are used to produce reliable

financial information. It is designed to

manage, rather than eliminate, the risk

of failure to achieve business objectives,

and can only provide reasonable and

not absolute assurance against material

misstatement or loss. Key features of

our system of internal control are set

outtothe right.

INTERNAL CONTROL FRAMEWORK

Governance Framework

A defined schedule of matters reserved for the Board, which

is reviewed by the Board annually, supported by a governance

framework with defined responsibilities and authorities.

Operating framework Risk management framework

Delegated

authorities

An organisational

structure with clearly

defined levels of

authority, which are

documented through

a matrix of delegated

authorities.

Risk

identification

and

monitoring

An embedded risk

management process,

underpinned by

associated controls,

which includes

monitoring and

assessing current and

emerging risks and

regular review of the

risk register.

Staff

awareness

Documented policies

and procedures,

which have been

communicated across

the Group.

Risk culture A flat management

structure and culture of

open communication

encourages employees

to highlight emerging

risks and suggest

improvements to

existing processes and

controls.

Promotion of awareness

of key policies amongst

the workforce through

both internal online

training and an annual

requirement for

employees to confirm

that they have read and

will comply with the

Compliance Code, in

which internal policies

are documented.

Financial

controls

A robust system of

financial reporting and

business planning.

A Minimum Controls

Framework which sets

out the minimum level

of financial controls

that should be

operated throughout

the Group.

IT controls Applied to

applications,

databases and

operating systems,

to ensure appropriate

access to, and

integrity of data.

A robust back-up

system.

Risk management

onpages 62 to 65.

ASSURANCE FRAMEWORK

Provides independent assurance over the controls in place.

Internal

audit

An internal audit

plan focused on

key risk areas and

Audit and Risk

Committee oversight

of the outcomes,

including any

actions which have

been satisfactorily

completed and those

which are outstanding.

External

audit

Observations from

the External Auditor

on internal controls

(including financial and

IT controls) as part of

the full year audit and

the half year review.

115

CLARKSON PLC — 2024 ANNUAL REPORT

During the year, the Audit and Risk

Committee oversaw the following

actions to further strengthen our

internal controls:

— The completion of phase 3

and planning for phase 4 of

the implementation of our

new global financial system

which is providing significant

improvements, efficiency and

transparency in our financial

control and reporting processes.

— Ongoing review of the Minimum

Controls Framework, which was

enhanced during the year by the

implementation of improvements

suggested during an internal

auditreview.

— In preparation for the new

provision 29 under the UK

Corporate Governance Code

(which will be effective for the

year ended 31 December 2026),

acomprehensive review of

controls was commenced to

identify those controls which are

deemed to be material and to

further rationalise the number of

risks and controls. This work is

ongoing and will remain an area

of focus in 2025.

— Implementation of enhanced

access control technologies and

additional security monitoring to

combat increased cyber risk.

Principal risks

The Audit and Risk Committee

regularly reviews the principal risks

and actions to mitigate them. No

changes were made to our principal

risks during 2024. Discussions during

the year focused in particular on the

heightened geo-political uncertainty

and increased cyber risk. The risk

factors associated with both the

macro-economic and geo-political

factors and cyber risk principal risks

were increased during the year.

Risks from climate change continue

to be at the forefront of our thinking

and our strategy explicitly seeks

to work with our clients to reduce

the impact on the environment of

shipping globally. Risks associated

with climate change also remain

an area of focus for the Group’s

stakeholders, and form part of our

risk management processes.

The Audit and Risk Committee has

maintained its focus on our reporting

against the TCFD recommendations

in 2024. The principal areas of focus

have been continuing to evolve our

sustainability framework (which

will in turn impact on our TCFD

disclosures) and on the approach

to extending the limited Scope 3

emissions on which we already

report. Work has continued to assess

all Scope 3 categories in relation

to our largest broking subsidiary,

and to satisfy the Committee of

the robustness of the Scope 3 data

before it is disclosed. Work to evolve

our ESG reporting in anticipation

of the EU’s Corporate Sustainability

Reporting Directive has also

commenced.

Aligned with disclosures in previous

years, both management and the

Audit and Risk Committee remain of

the view that climate change, whilst

not a principal risk for the Group,

does give rise to a number of risks

and opportunities, and is a thematic

risk which potentially impacts across

a number of our principal risks.

Our disclosures against the TCFD

recommendations can be found on

pages 74 and 75.

Further information on all of our

principal risks, the controls in place

and actions taken during the year

to mitigate them can be found on

pages 66 to 70.

Compliance

The Audit and Risk Committee

receives updates at each meeting

on compliance with current and

evolving regulatory requirements,

best practice and areas of focus by

the compliance team. These reports

provide assurance to the Audit

and Risk Committee in respect of

the appropriateness of controls

relating to compliance with laws

and regulations in all jurisdictions in

which the Group operates. Sanctions

regimes have remained complex

and continued to evolve over the

year, requiring increased compliance

oversight.

In order to support employees’

understanding of the standards of

conduct and ethics expected of

them, the Board has approved a

Compliance Code. This includes a

suite of policies that mitigate ethics

and compliance risks, which all

employees and contractors must

comply with. Annual training is

provided which all employees must

complete. In addition, the Group’s

regulated businesses are subject to

further compliance requirements

which are set out in local compliance

manuals. Embedding of policies

and processes is supported by a

global compliance team, which was

further strengthened during the

year. The Audit and Risk Committee

is satisfied that the team has the

necessary skills and experience to

fulfil its duties.

Further details regarding our

policies and procedures in relation

to anti-bribery and corruption,

anti-money laundering and sanctions

can be found on page 58.

Conclusion

The annual review of risk, controls

and risk management processes

was overseen by the Audit and Risk

Committee. On the recommendation

of the Audit and Risk Committee,

theBoard concluded that:

— The Group’s systems of internal

control and risk management

were appropriately designed

and operated effectively during

theyear;

— No significant control deficiencies

had been identified during the

year;

— The residual risks fall within the

risk appetite for the Group; and

— Given the comprehensive nature

of the annual formal assessment

of risks and the regular

monitoring throughout the year,

it was satisfied that there were

no significant known emerging

risks which could materially

impact on the achievement of the

Group’s strategic objectives in the

nearterm.

116

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

AUDIT AND RISK COMMITTEE REPORT CONTINUED

COMPOSITION AND MEETING ATTENDANCE

Meetings

Current Directors

Dr Tim Miller (Chair)

3/3

Martine Bond 3/3

Laurence Hollingworth 3/3

Former Director

Birger Nergaard

1/2

1 Prior to his appointment, Dr Tim Miller had served on a remuneration committee for

at least 12months, and has previously served on (and chaired) the remuneration

committee of other organisations.

2 Unable to attend one meeting due to illness. The Chair ensured that there was

an opportunity for Birger to provide comments on the business of the meeting

inadvance.

Other regular attendees at meetings include:

— CEO and CFO & COO

— Group Head of HR

— Group Company Secretary

— Remuneration Committee advisor

REMUNERATION COMMITTEE – AT A GLANCE

WE HAVE ADOPTED A PROACTIVE APPROACH

TOREACHING OUT TO OUR SHAREHOLDERS.

Dr Tim Miller

Remuneration Committee Chair

HOW THE REMUNERATION COMMITTEE SPENT ITS TIME

1. Individual remuneration

arrangements 10%

2. Performance-related

incentive schemes 16%

3. Remuneration in the wider Group 35%

4. Strategy (including shareholder

engagement) 25%

5. Governance 14%

1. Individual remuneration

arrangements

Confirmation of remuneration

outcomes in respect of 2023 for

the Executive Directors, including

the non-discretionary bonus

outturn and the assessment of

non-financial objectives for the

CFO & COO.

2. Performance-related incentive

schemes

Including 2023 bonus outturn,

performance measures and

targets for the 2024 performance

year, and parameters and

quantum of awards to be made

under the LTIP in 2024.

3. Remuneration in wider Group

Annual review of workforce

remuneration and gender pay

gapreporting.

4. Strategy (including

shareholder engagement)

Review of the Company’s

remuneration arrangements in

the context of the wider market;

and shareholder engagement

strategy ahead of, and following,

the 2024AGM.

5. Governance

Various matters including

the annual review of the

Remuneration Committee’s

effectiveness, its Terms of

Reference and the annual

review of the effectiveness of

the Remuneration Committee’s

advisor.

The skills and experience of Committee members,

on pages 88 to 91.

The role and responsibilities of the Committee,

onpage 92.

The annual review of the Committee’s

effectiveness, on pages 106 to 107.

Click to find out more

The full Terms of Reference for the Committee at

www.clarksons.com/home/investors/corporate-

governance

117

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REMUNERATION REPORT

ALIGNING EXECUTIVE

PAY WITH OUTSTANDING

PERFORMANCE

Wider context

2024 was another highly

successful year for the Company

with underlying profit before

taxation

of £115.3m (2023:

£109.2m), reported earnings per

share of 277.1p (2023: 275.2p) and

increased free cash resources

£216.3m (2023: £175.4m).

This improved financial position,

strong free cash flow and

forward visibility, provided by an

increased forward order book

of US$231m, gives the Board

continued confidence in our

progressive dividend policy,

increasing the annual dividend

for the 22nd consecutive year to

109p. Company outperformance

is also evidenced through the

continued delivery of superior total

shareholder returns (‘TSR’) with

a 10-year TSR of 177% (compared

with 68% for the FTSE 250) and

approximately 11% over the last

three years (compared with minus

3% for the FTSE 250).

The performance of the business

is the direct result of a clear,

innovative and well-executed

strategy driven by our Executive

Directors and the Board. These

results have been achieved by

focusing on all aspects of the

business, being thought leaders

in the evolution of our industry

and ensuring the Company is

positioned to benefit from market

opportunities whilst at all times

maintaining the highest levels

of client service and regulatory

standards. These results reflect

decisions taken over many years

to invest in people, technology

and data, together with corporate

acquisitions, to broaden our

product, sector and global offer.

We understand that our pay

arrangements have not accorded

with standard FTSE 250 practice

for many years and we were

pleased to see the leading

shareholder bodies update their

guidance in the year to recognise

the need for companies to pay

competitively. At Clarksons,

our pay arrangements are

embedded across the Company

as a whole and, consistent

with all forms of brokerage

businesses, include a substantial

component of annual bonus

linked to individual contribution

to overall profitability (in the form

of actual or quasi-commission

arrangements). The pay of our

Executive Directors reflects these

norms although, importantly,

balanced through the very

significant shareholdings which

our Executive Directors have

built up over many years. In the

view of the Committee, this has

been instrumental in delivering

outstanding shareholder value,

and incentivising and retaining our

highly effective and long-serving

Executive Directors. Those

shareholders who have held our

shares for an extended period

understand the market in which

we operate and the success of the

Directors’ Remuneration Policy

(the ‘Policy’), both in our specific

context and against the delivery

of the strategy. We hope that our

performance and the success of

the business again justifies our

shareholders’ support.

Performance and reward for 2024

Our full year performance bonuses

were, as in previous years, based

on a bonus pool linked to Group

underlying profit before taxation

targets, which essentially operates

as a profit-sharing arrangement.

At the beginning of 2024, and in

keeping with previously successful

years where bonus thresholds

were increased, the Remuneration

Committee assessed the threshold

levels for 2024 and increased them

by 6%.

Dr Tim Miller

Remuneration Committee Chair

ON BEHALF OF THE

BOARD, I AM PLEASED

TO INTRODUCE THE

DIRECTORS’ REMUNERATION

REPORT FOR THE YEAR

ENDED 31 DECEMBER 2024.

1 Classed as an APM. See pages 215 and 216 for

further information on APMs.

118

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REMUNERATION REPORT CONTINUED

The awards granted to the

Executive Directors under the

Long Term Incentive Plan (‘LTIP’)

on 19 April 2022 were subject to

challenging absolute EPS and

relative TSR performance targets.

In 2024, the performance of the

Group was such that a 87.02%

vesting was achieved.

Our Executive Directors have both

served the Company since 2006,

and this is therefore the 16th year

whereby long-term incentives were

capable of vesting. During their

tenure, shares dependent on EPS

targets have fully vested in only

four years, partially vested in three

years and lapsed completely in nine

years and shares dependent on

TSR targets have fully vested in five

years, partially vested in 10 years

and lapsed completely in one year.

Consequently, on only two occasions

during the tenure of our current

Executive Directors, has the LTIP

vested in full, confirming that the

targets set for the LTIP are stretching

and challenging.

On assessing the outturn, the

Remuneration Committee was

satisfied that this was appropriate.

Policy

Over the last 19 years, the

Company’s approach has led to the

consistent delivery of exceptional

returns for shareholders through

the provision of a clear alignment

between performance and reward.

While our model is highly unusual

in the context of a UK-listed

company, it should be noted that it

is very much the norm in shipping

brokerage businesses and, indeed,

in wider brokerage firms and

many other aspects of financial

services. The principal difference

between our pay model and

more normal arrangements is the

operation of what some consider

to be an uncapped bonus plan (the

plan operates over fixed percentages

of profit, is therefore aligned with

the shareholder experience, and is

capped by reference to those profits

although there is no monetary cap

on what an individual may receive).

We believe that substantially

all brokerage firms offer these

arrangements and it is here that

we compete for talent (rather than

against other FTSE 250 companies

generally). We continue to believe

that this model has served the

Company and its shareholders very

well over many years, being a clear

contributor to the Company growing

to become the clear number one

shipping brokerage firm globally.

When assessing the effectiveness of

these arrangements, it is essential to

notethat:

— The Company only has one other

UK-listed competitor (and of

a much smaller scale), with its

principal competitors, against

which it competes for talent,

being privately owned firms.

— Our CEO’s prime role is as the

Company’s leading ‘star’ broker

with direct responsibility for a

significant proportion of the

Company’s revenue (albeit

increasingly in conjunction with

other leading brokers given

his commitment to developing

colleagues).

It would not be practical to employ

a globally recognised star broker

without a market competitive

bonus plan which recognises their

contribution to overall performance.

Other listed companies have

sought to marry broader market

expectations with this commercial

reality through separation of roles,

ie appointing a non-broking CEO

separate from a non-Board head

of brokerage. While this may be

appropriate on future succession,

it should be noted that experience

elsewhere suggests this can

be destructive of shareholder

value through a combination of

duplication of costs (paying for

two separate executives) and, more

importantly, through slowing down

the decision-making processes

in a fast-paced, highly dynamic

marketplace. It also risks the

retention of our other star brokers if

they feel that their long-term career

aspirations of occupying a combined

role cannot be fulfilled inthe

listedarena.

Shareholder engagement

The Committee has not been

complacent in simply staying with

long-term contractual commitments

to operate these arrangements for

the incumbents. It recognises the

default to wider market norms but

also welcomes recent updating of

guidelines by the various institutional

shareholder bodies recognising

the need to ensure that each listed

company operates a pay model

which meets its own culture and

commercial needs. For several

years, we have adopted a proactive

approach to reaching out to our

shareholders and engaged with

our leading shareholders at least

annually. In the last three years,

wehave engaged with 26 different

shareholders, in some cases on

multiple occasions, representing over

60% of our share capital. We are

grateful to each of them for the time

they have committed to this process.

Even where shareholders have not

supported our position, feedback

has overwhelmingly recognised

the need to honour contractual

commitments and acknowledging

of the link between performance

and reward. We consider that these

meetings remain critical, both to

explain our position but also to have

an open debate regarding potential

alternative approaches. In the main,

particularly when we meet the fund

managers themselves, we find there

is an increasing acknowledgement

that our approach truly enhances

shareholder value and a frustration

when generic voting policies

prevent their full support. Wehave

also engaged with the main proxy

agencies and met with them over

this extended period.

We have previously committed

to revising the arrangements on

succession while ensuring that the

core principles which underpin our

success are maintained. The Policy

will be subject to its three-yearly

renewal at the 2026 AGM and

we shall maintain our proactive

approach to engagement

throughout 2025 as we prepare

forits renewal.

119

CLARKSON PLC — 2024 ANNUAL REPORT

It is worth reiterating that both Andi

Case and Jeff Woyda have proven

to be exceptional leaders for our

Company, and can be credited

with developing and executing the

strategy which has seen Clarksons

develop into the industry leader that

it is today, operating from over 60

offices across 25 countries, creating

a team which has grown from 600

to over 2,100 people and securing a

leading position in all market sectors.

The way in which remuneration and

contractual commitments have been

handled has been central to the

Company’s success and has served

shareholders well since Andi became

CEO in 2008 and Jeff became CFO

in late 2006 (and also became

COO in 2015). During their tenure at

thehelm:

— Clarksons’ share price has

increased from a low point in

December 2008, following the

credit crunch and collapse of

freight rates, of £3.20 to £39.55

(asat the end of the financial

year), a 1,136% increase in absolute

terms, and an outperformance of

the FTSE 250 by 902% over the

same time.

— Ordinary dividends have

increased by 143%, in line with

our commitment to a progressive

dividend policy which has been

unbroken for 22 years.

— £308.6m has been paid in

dividends to shareholders.

Implementation of the Directors’

Remuneration Policy in 2025

The Policy will be implemented

in 2025 for Executive Directors as

follows:

— Salary: There will be no change to

Executive Directors’ salaries. This

means that the CEO’s salary is

unchanged since his appointment

as CEO in 2008, and the CFO

& COO’s remains unchanged

since 2015.

— Annual bonus: Performance

bonuses continue to be linked to

the Group’s underlying adjusted

pre-tax profits for the year. No

bonuses are payable to Executive

Directors below a threshold level

of profit. The CFO & COO’s share

of the pool varies depending upon

the Remuneration Committee’s

assessment of the delivery of his

personal objectives, as explained

in more detail in the main report.

These objectives reflect both his

contribution to business success

and to meeting the Group’s

strategic priorities.

— LTIP: The Executive Directors

will receive LTIP awards

equivalent to 150% of base

salary in 2025. The performance

targets will be, as in prior years,

50% based on EPS in the year

of vesting and 50% based

on relative TSR measured

independently over a three-year

period. The EPS performance

target has been set at a threshold

of 290p to a stretch target of

310p in 2027. The TSR targets

will continue to be measured

relative to the performance of

the constituents of the FTSE

250 Index (excluding investment

trusts). Any vested shares from

the 2025 performance-related

LTIP grant will be subject to a

two-year post-vesting holding

period.

— Share ownership guidelines:

Aguideline of two times salary

will continue to apply for

Executive Directors.

Applying a consistent approach to

our pay arrangements over many

years has both provided a clear

incentive for the executives to deliver

for our shareholders over time and

has led to the build-up of significant

shareholdings (approximately 43

times and 14 times salary for the

CEO and CFO & COO respectively),

which is significantly higher than

typical FTSE 250 levels and which,

in turn, reaffirms alignment with

shareholders. This alignment is

further reinforced by the existence of

clawback provisions, four-year bullet

vesting of deferred shares and a

two-year post-vesting holding period

on LTIP awards.

All-employee remuneration matters

The Board remains committed

to giving as many employees as

possible the opportunity to share

in the Group’s success through

all-employee share plans, and I am

delighted that, over the last few

years, we have been able to extend

invitations to participate in our

ShareSave plans (or plans which

operate in a similar way) to around

63% of our employees globally.

We continue to strive to give as

many colleagues as possible the

opportunity to become shareholders

in the Company.

While the Executive Directors

themselves have not received salary

increases since appointment to

their current roles, the Company

continues to recognise the need to

pay other colleagues appropriately

and 85% of the workforce received

bonuses for 2024 with 66% receiving

salary increases.

Conclusion

The remuneration outcomes detailed

in this report rightly reflect the

outstanding and record year of

performance for the business, led by

our Executive Directors. The results

are proof of the successful execution

of the strategy which benefits all

stakeholders and is the driver of

the Policy. We trust that you will

vote in favour of the Directors’

Remuneration Report at the 2025

AGM and we look forward to your

support.

I, together with the Chair of

Clarksons, will be engaging

with major shareholders in the

coming weeks. Should you

wish for a meeting, or have any

questions or comments, please

contact me through the Group

CompanySecretary at

company.secretary@clarksons.com

Dr Tim Miller

Remuneration Committee Chair

7 March 2025

120

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REMUNERATION REPORT CONTINUED

Implementation of the Directors’ Remuneration Policy for 2025

Base salary

No changes have been made to the base salaries of the Executive Directors for 2025, and salaries therefore remain

as set out below:

1 January

2025

£000

1 January

2024

£000 % change

Andi Case 550 550 0%

Jeff Woyda 350 350 0%

Taxable benefits

The taxable benefits received by the Executive Directors in 2024 included a car allowance, private medical insurance

and club memberships. No material changes to taxable benefits are proposed for 2025.

Annual bonus for 2025

The annual bonus opportunity for 2025 will be calculated on the same basis as in previous years and will continue

tobe based on a bonus pool derived from Group profit before tax as follows:

— Below a ‘profit floor’ set by the Remuneration Committee: no bonus is triggered; and

— Above the profit floor: an escalating percentage of profits is payable into a bonus pool for progressively higher

profit before tax performance.

As in 2024, the share of the executive bonus pool allocated to the CFO & COO will, in part, be determined by

performance against a series of non-financial, strategic and operational objectives.

The profit floor and thresholds for 2025 have not been disclosed on a prospective basis as these are considered to

be commercially sensitive, although disclosure will be provided retrospectively.

Consistent with the policy applied to the majority of senior employees, 90% of the bonus payable will be paid in cash

with 10% deferred into restricted shares, which vest four years after grant subject to continued employment and

good leaver provisions under the rules of the Long-Term Incentive Plan. The Executive Directors have agreed to this

deferral, although they have no contractual obligation to defer bonuses. Clawback provisions will continue to apply in

circumstances of misstatement or error.

Long-term incentive awards to be granted in 2025

Consistent with past practice, it is envisaged that:

— Executive Directors will receive LTIP awards over shares worth up to 150% of salary in 2025;

— The vesting of 50% of the awards will be determined by the Company’s Earnings Per Share (‘EPS’) for

31 December 2027, as shown in chart (I) on the next page. The EPS for 2024 is shown (blue line) for reference; and

— The vesting of the remaining 50% will be determined by the Company’s Total Shareholder Return (‘TSR’)

performance from 1 January 2025 to 31 December 2027 against the constituents of the FTSE 250 Index (excluding

investment trusts), as shown in chart (II) on the next page. The level of TSR achieved against the FTSE 250 Index

over the last three-year cycle is shown (blue line) for reference.

EPS and relative TSR are considered to be the most appropriate measures of long-term performance for the Group,

in that they ensure executives are incentivised and rewarded for the earnings performance of the Group as well as

returning value to shareholders.

The awards will be subject to clawback provisions and a two-year post-vesting holding period.

ANNUAL REPORT ON REMUNERATION

121

CLARKSON PLC — 2024 ANNUAL REPORT

(I) EPS TARGET RANGE FOR 2025 AWARD

(50% OF AWARD)

(II) TSR TARGET RANGE FOR 2025 AWARD

(50% OF AWARD)

100%

75%

50%

25%

287p 290p 310p

% of EPS award vesting

(50% of award)

EPS target (pence) for FY ended 31 December 2027

for the 2025 award

100%

75%

50%

25%

Median Upper quartile 1st place

% of TSR award vesting

(50% of award)

TSR ranking at end of three-year performance period

The Remuneration Committee has carefully considered the EPS range for the 2025 award and believes the 290p to

310p range is stretching against market consensus and the actual 2024 EPS delivered.

Fees for the Non-Executive Directors

Fees for the Non-Executive Directors (including the Chair) for 2025 are as set out below. Supplementary fees are

paid in respect of certain additional duties.

2025

£000

2024

£000 % change

Chair 225 210 7%

Non-Executive Director 64 62 4%

Chair of Committee

19 19 0%

Senior Independent Director

19 19 0%

Employee Engagement Director

15 15 0%

Chair of the Trustees of staff pension schemes

15 15 0%

1 Supplementary fee payable to the Chairs of the Audit and Risk Committee and the Remuneration Committee, the Senior Independent

Director, the Employee Engagement Director and the Chair of the Trustees of staff pension schemes.

2024 EPS

Vesting schedule for 2025 award

Actual result in last three-year TSR cycle

TSR performance range

122

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REMUNERATION REPORT CONTINUED

Single total figure tables (audited)

The following tables set out the total remuneration paid to the Directors for the years ended 31 December 2024

and31 December 2023. We consider Clarkson PLC Directors to be the only key management personnel.

Executive Directors

2024

Base salary

£000

Taxable

benefits

£000

Pension

£000

Total fixed

remuneration

£000

Performance-

bonus

£000

Long-term

incentives

£000

Total variable

remuneration

£000

Total

remuneration

£000

Andi Case 550 17 72 639 11,098 827 11,924 12,564

Jeff Woyda 350 16 46 412 2,870 526 3,396 3,808

Total 900 33 118 1,051 13,968 1,353 15,321 16,372

2023

Base salary

£000

Taxable

benefits

£000

Pension

£000

Total fixed

remuneration

£000

Performance-

relatedbonus

£000

Long-term

incentives

£000

Total variable

remuneration

£000

Total

remuneration

£000

Andi Case 550 17 72 639 10,412 1,239 11,651 12,291

Jeff Woyda 350 12 46 408 2,693 788 3,481 3,889

Total 900 29 118 1,047 13,105 2,028 15,133 16,180

1 Taxable benefits comprises the gross value of any benefits paid to the Director, whether in cash or in kind, prior to UK income tax being

charged. Further details are provided on page 121. In addition, the following item has been included under taxable benefits:

— Participation by Jeff Woyda in the ShareSave Plan. Where the average share price over Q4 in the year of grant is higher than the option

price, participation is included under taxable benefits. On this basis, participation in the 2024 invitation is included above. Further detail

can be found on page 126.

2 Pension paid as a cash supplement. Further details are included on page 128.

3 Performance-related bonus represents the value of the total bonus, prior to any sums being deferred into shares. See page 124 for further

detail on the 2024 bonus outcome. The bonus reflects the 5.6% increase in underlying profit before taxation. Underlying profit before

taxation is classed as an APM (see pages 215 and 216 for further information).

4 Further detail regarding the vesting outcome is included on page 125.

5 In the year ended 31 December 2024, the aggregate remuneration paid to all Directors who served during the year in respect of

qualifyingservices (comprising salary/fees, taxable benefits, cash contributions to pension arrangements and performance-related bonus)

was £15.6m.

6 The vesting outcome has been restated based on the actual share price on the date of vesting (15 April 2024, £40.75), having been

estimated in the 2023 Annual Report based on the average share price over the period 1 October 2023 to 31 December 2023.

Non-Executive Directors

Fees

1,2,3

£000

Appointment date

(if later than

1Jan2023)

Resignation date

(if earlier than

31Dec2024) 2024 2023

Current Directors

Martine Bond 62 60

Constantin Cotzias 5 Aug 2024 25 –

Sue Harris 99 97

Laurence Hollingworth 210 210

Dr Tim Miller 95 94

Heike Truol 77 75

Former Director

Birger Nergaard 9 May 2024 21 60

Total 589 596

1 Annual fee for the Chair increased from £185,000 to £210,000 in August 2023 with effect from 1 January 2023.

2 Annual fee for the Non-Executive Directors increased from £57,680 to £61,500 in November 2023 with effect from 1 June 2023.

3 The fees paid to the Non-Executive Directors relate to the period for which they held office.

123

CLARKSON PLC — 2024 ANNUAL REPORT

Annual bonus targets (audited)

Consistent with the way in which it operated in prior years, the annual bonus for 2024 was based on the allocation

ofthe following pool:

Executive Directors: bonus pool

Underlying profit before taxation and bonus (£135.3m)

% of pre-

bonus profit

If profit < £35.64m 0%

If profit > £35.64m then £0m – £71.29m 8%

If profit > £71.29m then £71.29m – £83.11m 12%

If profit > £83.11m then on profits > £83.11m 13%

This formula generated a pool of £14.0m, with the CEO entitled to 79.5% of the pool and the CFO & COO entitled to

17.1% to 20.5% of the pool (dependent on delivery of his personal objectives). The pool operated in exactly the same

way as in prior years. The above percentages reflect the proportion of the pool payable to the Executive Directors

only. For ease, the percentages in the above table have been rounded to the nearest whole number.

The discretionary element of the CFO & COO’s bonus for 2024 was dependent on personal performance against

non-financial objectives set by the CEO and approved by the Remuneration Committee. The objectives set and a

summary of achievements against those objectives are set out below.

Objective Key achievements

ESG — Further development of ESG governance through:

— Establishment of the ESG Steering Group, including Terms of Reference and

appropriate membership

— Setting overarching ESG goals, taking account of upcoming reporting

requirements

— Developing an ESG action and implementation plan to identify short-, mid-

and long-term actions

— Actions initiated in preparation for reporting in accordance with mandated

disclosures, eg Corporate Sustainability Reporting Directive

Technology — Roll-out of Workday Financials to a further 14 locations, substantially increasing

the proportion of accounting entries that do not require manual intervention

— Launch of Trade 2.0 and Sea Contracts 2 within the Sea platform

Group development — Focus on corporate development initiatives across all divisions

— Integration of Trauma & Resuscitation Services Limited following acquisition

inFebruary 2024

— Focus maintained on succession planning, including hire of CFO, Broking

Risk and compliance — Group operational resilience frameworks and plan reviewed and enhanced where

necessary

— Upgraded financial crimes risk compliance programmes where appropriate for

each type of financial risk, ensuring each programme is fit for purpose

— AML and market abuse risk assessments completed

— Relationships built with regulators and a network of third-party compliance

support globally

Following consideration of the recommendation from the CEO with regard to the CFO & COO’s performance against

his personal objectives, the Remuneration Committee decided to award the CFO & COO the maximum 20.5% of the

bonus pool.

The bonus is paid 90% in cash and, although they have no contractual obligation, the Directors have agreed that 10%

of the bonus will be deferred into shares, which vest after four years subject to continued employment and good

leaver provisions under the rules of the Long-Term Incentive Plan. Both the cash and share element of the bonus

aresubject to clawback where overpayments may be reclaimed in the event of misstatement or error.

124

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REMUNERATION REPORT CONTINUED

Long-term incentive award vesting (audited)

Long-term incentives relate to awards granted on 19 April 2022 which vest in April 2025 based on performance

over the three-year period to 31 December 2024. The performance conditions attached to these awards and actual

performance against these conditions are as follows:

Long-term incentive awards: performance outturn

Performance measure Performance condition

Threshold

target Stretch target Actual % vesting

EPS (out of 50%) 25% of award vesting at

threshold up to 100% of

award vesting at stretch on

straight-line basis

180p 210p 287p 50

TSR relative to the constituents

of the FTSE 250 Index

(excluding investment trusts)

(out of50%)

25% of award vesting at

threshold up to 100% of

award vesting at stretch on

straight-line basis

Median Upper

quartile

Between

median

and upper

quartile

37.0 2

Total vesting (out of 100%) 87.02

The awards vested as follows:

Long-term incentive awards: vesting outcome

Executive Directors

Number

of options

granted

Number of

options to

vest

Number of

options to

lapse

Estimated

value of

vested

1,2

£000

Andi Case 23,557 20,499 3,058 827

Jeff Woyda 14,991 13,045 1,946 526

1 The estimated value of the vested shares is based on the average share price over the three-month period from 1 October 2024 to

31 December 2024 (£37.50). Cash accrued in respect of dividend equivalents payable on vested shares is also included in the estimated

value. The awards will vest on 19 April 2025. The value of the vested shares will be restated based on the actual share price on the date of

vesting and disclosed in the single figure table in the 2025 Annual Report.

2 The awards were granted on 19 April 2022 based on the average share price over the period 12-14 April 2022 (£35.02). The average share

price over the final three months of the financial year was £37.50, and therefore £50,938 of Andi Case’s vesting amount and £32,415 of

Jeff Woyda’s vesting amount is attributable to share price growth. The value of the dividends as a proportion of the total value of awards

vesting is 7.0% (Andi Case £58,217 and Jeff Woyda £37,048).

125

CLARKSON PLC — 2024 ANNUAL REPORT

Scheme interests (audited)

The table below sets out the scheme interests held by the Executive Directors:

Director

Type of

award

Date of grant

No. of

under award

(01/01/24)

Granted

during

2024

Vested

during

2024

Lapsed

during

2024

Exercised

during

2024

No. of

under award

(31/12/24)

Exercisable

from and/

or vesting

date

Andi Case Performance

Award 7 May 20 34,190 – – – 34,190 – 7 May 23

Deferred

Award 7 May 20 9,952 – 9,952 – – – 7 May 24

Performance

Award 13 Apr 21 28,576 – 28,576 – 28,576 – 13 Apr 24

Deferred

Award 13 Apr 21 8,253 – – – – 8,253 13 Apr 25

Performance

Award 19 Apr 22 23,557 – – – – 23,557 19 Apr 25

Deferred

Award 19 Apr 22 13,495 – – – – 13,495 19 Apr 26

Performance

Award 20 Apr 23 26,829 – – – – 26,829 20 Apr 26

Deferred

Award 20 Apr 23 27, 3 0 5 – – – – 27,3 0 5 20 Apr 27

Performance

Award

19 Apr 24 – 20,496 – – – 20,496 19 Apr 27

Deferred

Award

19 Apr 24 – 25,868 – – – 25,868 19 Apr 28

Jeff Woyda Performance

Award 7 May 20 21,757 – – – 21,757 – 7 May 23

Deferred

Award 7 May 20 2,573 – 2,573 – – – 7 May 24

Performance

Award 13 Apr 21 18,184 – 18,184 – 18,184 – 13 Apr 24

Deferred

Award 13 Apr 21 2,134 – – – – 2,134 13 Apr 25

ShareSave

(option) 1 Oct 21 572 – – – 572 – 1 Nov 24

Performance

Award 19 Apr 22 14,991 – – – – 14,991 19 Apr 25

Deferred

Award 19 Apr 22 3,490 – – – – 3,490 19 Apr 26

Performance

Award 20 Apr 23 17,07 3 – – – – 17,07 3 20 Apr 26

Deferred

Award 20 Apr 23 7,0 61 – – – – 7, 0 61 20 Apr 27

Performance

Award

19 Apr 24 – 13,043 – – – 13,043 19 Apr 27

Deferred

Award

19 Apr 24 – 6,690 – – – 6,690 19 Apr 28

ShareSave

(option)

27 Sep 24 – 606 – – – 606 1 Nov 27

1 Performance Awards are granted as nil-cost options, which lapse 10 years after the date of grant to the extent not previously exercised.

All Performance Awards are subject to performance measures (50% based on relative TSR measured over a three-year performance period

and 50% based on EPS at the end of the performance period).

All Performance Awards have been granted equivalent to 150% of base salary.

Deferred Awards represent a deferral of 10% of bonus and are granted as restricted share awards. Restricted share awards are not subject

to performance conditions. Further restricted share awards will be made to Andi Case and Jeff Woyda in 2025 in respect of the deferral of

10% of their 2024 bonus.

2 Deferred Awards which vested during the year were valued at £501,000 (based on the closing share price on the date of vesting). Gains on

options exercised during the year were valued at £4,187,432 (based on the share price at the time of exercise).

3 Details of the award are set out on page 127.

4 Face values of £1,041,187 (award granted to Andi Case) and £269,273 (award granted to Jeff Woyda) calculated using the share price used

to determine the number of shares under the award (£40.25). This share price was calculated using the average middle market quotation

over the three-day period 16-18 April 2024.

5 Face value of £18,538 calculated using the share price used to determine the number of shares under the award (ie the option price, £30.59). The

option price was calculated using the average middle market quotation over 29 August-2 September 2024, after the application of a 20% discount.

126

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REMUNERATION REPORT CONTINUED

Further details of share-based payments during the year are included in note 22 to the consolidated financial

statements.

Long-term incentive awards granted in 2024 (audited)

During 2024 the Executive Directors received LTIP awards over shares worth 150% of salary as set out below:

Long-term incentive awards: grant

Director Type of award

Date of

grant

No. of shares

under award Face value

Performance

period ends Vesting date

Andi Case Performance Award 19 Apr 24 20,496 £824,964 31 Dec 26 19 Apr 27

Jeff Woyda Performance Award 19 Apr 24 13,043 £524,981 31 Dec 26 19 Apr 27

1 Performance Awards are granted as nil-cost options, which lapse 10 years after the date of grant to the extent not previously exercised.

2 Face value is calculated using the share price used to determine the number of shares under the award (£40.25). This share price was

calculated using the average middle market quotation over the three-day period 16-18 April 2024.

In line with policy, awards will vest three years after the date of grant, to the extent that the performance conditions

(as set out below) are met:

Long-term incentive awards: performance conditions

Performance measure Performance condition Threshold target Stretch target

EPS (out of 50%) 25% of award vesting at threshold up

to 100% of award vesting at stretch on

straight-line basis

301p 340p

TSR relative to the constituents of the

FTSE 250 Index (excluding investment

trusts) (out of 50%)

25% of award vesting at threshold up

to 100% of award vesting at stretch on

straight-line basis

Median Upper

quartile

A post-vesting holding period will apply requiring the shares (net of tax) to be retained for two years.

Directors’ interests in shares (audited)

In order to further align the interests of the Executive Directors with those of shareholders, the Company has

implemented share ownership guidelines which require Executive Directors to build a shareholding equivalent

to 200% of salary. Until this is met they are required to retain 50% of any share award that vests (on a net of tax

basis). The Executive Directors have both met the guideline levels.

The beneficial interests of the Executive Directors (and their connected persons) in the Company’s shares are set

outbelow:

Executive Directors’ shareholdings

No. of

ordinary

% of salary

required to

be held in

Unvested

LTIPs

(subject to

performance

conditions)

Unvested

LTIPs

(performance

conditions

already

assessed)

Vested and

unexercised

LTI (no longer

subject to

performance

conditions)

Deferred

bonus

awards

(subject

to service

conditions)

ShareSave

options (not

subject to

performance

conditions)

2024 31 Dec 24 31 Dec 24 31 Dec 24 31 Dec 24 31 Dec 24 31 Dec 24 31 Dec 24

Andi Case 599,756 200 47,325 23,557 – 74,921 –

Jeff Woyda 127,062 200 30,116 14,991 – 19,375 606

No. of

ordinary

% of salary

required to be

held in shares

Unvested

LTIPs

(subject to

performance

conditions)

Unvested

LTIPs

(performance

conditions

already

assessed)

Vested and

unexercised

LTI (no longer

subject to

performance

conditions)

Deferred

bonus

awards

(subject

to service

conditions)

ShareSave

options (not

subject to

performance

conditions)

2023 31 Dec 23 31 Dec 23 31 Dec 23 31 Dec 23 31 Dec 23 31 Dec 23 31 Dec 23

Andi Case 561,217 200 50,386 28,576 34,190 59,005 –

Jeff Woyda 103,959 200 32,064 18,184 21,757 15,258 572

1 Deferred bonus awards are granted as restricted share awards.

2 Further details regarding the vesting outcome are included on page 125. Options will lapse (as applicable) on the third anniversary of the

grant date (19 April 2025).

127

CLARKSON PLC — 2024 ANNUAL REPORT

The beneficial interests of the Non-Executive Directors (and their connected persons) in the Company’s shares are

set out below:

Non-Executive Directors’ shareholdings

31 December

2024

31 December

2023

Martine Bond – –

Constantin Cotzias 1,147 –

Sue Harris 1,724 1,724

Laurence Hollingworth 9,000 9,000

Dr Tim Miller 2,640 2,640

Heike Truol 1,607 1,607

There have not been any further changes in the beneficial interests of the Directors in the share capital of the

Company between 31 December 2024 and the date of this report.

Pensions (audited)

Andi Case and Jeff Woyda receive a cash supplement (up to 15% of base salary) in lieu of pension (net of

employer’s national insurance contributions), which is included in the single figure table on page 123 as pension.

Nocontributions were paid into Group pension schemes on their behalf.

Payments to past Directors (audited)

No payments were made during the year ended 31 December 2024 to any person who was not a Director of the

Company at the time payment was made, but who had previously been a Director.

Payments for loss of office (audited)

No payments were made in respect of loss of office during the year ended 31 December 2024.

Details of service contracts and letters of appointment

Details of the current Executive Directors’ service contracts are as follows:

Date of contract Unexpired term Notice period

Andi Case 23 June 2008

12 months 12 months

Jeff Woyda 3 October 2006 12 months 12 months

1 The effective date of the contract is 17 June 2008.

The service contracts are available for inspection at the Company’s registered office.

Details of the Non-Executive Directors appointment terms are as follows:

Date of initial

appointment

Date current term

commenced

Unexpired term at

31December 2024 Notice period

Martine Bond 26 March 2021 26 March 2024 33 months 3 months

Constantin Cotzias 5 August 2024 5 August 2024 31 months 3 months

Sue Harris 7 October 2020 7 October 2023 21 months 3 months

Laurence Hollingworth

23 July 2020 2 March 2022 2 months 3 months

Dr Tim Miller 22 May 2018 22 May 2024 31 months 3 months

Heike Truol 31 January 2020 31 January 2023 13 months 3 months

1 Laurence Hollingworth was initially appointed as a Non-Executive Director on 23 July 2020. He entered into a new letter of appointment on

his appointment as Chair with effect from 2 March 2022. Laurence’s reappointment for a further three-year tem was approved by the Board

in March 2025.

Non-Executive Directors are appointed by letter of appointment for a fixed term not exceeding three years,

renewable on the agreement of both the Company and the Director, and are subject to re-election at each AGM.

Each appointment can be terminated before the end of the three-year period with three months’ notice due.

Feespayable for a new Non-Executive Director appointment will take into account the experience of the individual

and the current fee structure.

128

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REMUNERATION REPORT CONTINUED

Performance graph

This graph compares the total shareholder return (that is, share price growth assuming reinvestment of any

dividends) of £100 invested in the Company’s shares and £100 invested in the FTSE 250 Index, which the

Remuneration Committee considers appropriate for comparison purposes given the Company has been a

memberof this index over the period.

300

200

100

Dec 14 Dec 16 Dec 18 Dec 20 Dec 22 Dec 24

— Clarkson PLC

— FTSE 250

Total remuneration table

The table below shows the total remuneration figure for the CEO for each of the last 10 financial years:

CEO remuneration

2024 2023 2022 2021 2020 2019 2018 2017 2016 2015

Single total figure of

remuneration (£000) 12,564 12,291 10,154 6,648 3,170 3,265 2,758 4,043 3,706 4,958

Vested LTIP (as a %

ofmaximum) 87.02% 100% 99.53% 100% 18% 30% 0% 30% 15% 70%

Annual change in remuneration of Directors and employees

The table on the next page shows the percentage change in the remuneration of each Director (salary/fees, taxable

benefits and annual bonus) between the 2020, 2021, 2022, 2023 and 2024 financial years, compared to the average

of those components of pay for all employees. The Company has chosen to voluntarily disclose this information as

Clarkson PLC is not an employing company.

129

CLARKSON PLC — 2024 ANNUAL REPORT

Relative pay

Salary/fee and taxable

benefits increase/

decrease

% change

Annual bonus

increase/decrease

% change

2023/24 2022/23

2021/22 2020/21 2019/20 2023/24 2022/23 2021/22 2020/21 2019/20

Executive Directors

Andi Case -0.02% +0.26% -0.35% -0.15% +0.61% +6.58% +24.0% +77. 6 6 % +98.34% -0.31%

Jeff Woyda +1.10% -0.02% -0.002% +0.04% -0.06% +6.58% +24.0% +7 7.6 6 % +98.34% -0.31%

Non-Executive Directors

Martine Bond

+2.66% +3.86% 0% N/A N/A N/A N/A N/A N/A N/A

Constantin

Cotzias

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Sue Harris

+1.63% +18.82 % +8% 0% N/A N/A N/A N/A N/A N/A

Laurence

Hollingworth

0% +28.26% +18 4% 0% N/A N/A N/A N/A N/A N/A

Dr Tim Miller +1.70% +2.44% 0% 0% 0% N/A N/A N/A N/A N/A

Heike Truol

+2.13% +20.33% +8% 0% N/A N/A N/A N/A N/A N/A

Employees

Average

employee +1.2% +2.3% +2.4% +4.17% +3.83% +5.8% -1.8% +22.4% +14.10% +1.97%

1 The fees for the Chair and the Non-Executive Directors increased with effect from 1 January 2023 and 1 June 2023 respectively.

2 Where a Non-Executive Director has been appointed part-way through a financial year, for the purpose of this calculation their annualfee

has been annualised to enable a meaningful year-on-year comparison.

3 Appointed as a Director with effect from 26 March 2021.

4 Appointed as a Director with effect from 5 August 2024.

5 Appointed as a Director with effect from 7 October 2020. Sue was appointed as SID with effect from 11 September 2022 and the increases

in her fee in 2022 and 2023 reflect in part the supplemental fee paid in respect of this role.

6 Appointed as a Director with effect from 23 July 2020. Laurence was appointed as Chair with effect from 2 March 2022 and the increases

inhis fee in 2022 and 2023 reflect the fee paid in respect of this role.

7 Appointed as a Director with effect from 31 January 2020. Heike was appointed as Employee Engagement Director with effect from

11 September 2022 and the increases in her fee in 2022 and 2023 reflect in part the supplemental fee paid in respect of this role.

CEO pay ratio

The table below shows the pay ratio information in relation to the total remuneration of the CEO compared to the

pay of the Company’s UK employees for 2024. Over time, disclosure over a rolling 10-year period will be built up.

Financial year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

2024 Option A 281:1 155:1 87:1

2023 Option A 274:1 146:1 84:1

2022 Option A 210:1 121:1 70:1

2021 Option A 131:1 76:1 46:1

2020 Option A 72:1 42:1 25:1

2019 Option A 84:1 49:1 27:1

The Remuneration Committee has selected Option A as the method for calculating the CEO pay ratio. Option A

calculates a single figure for every employee in the year to 31 December 2024 and identifies the employees that

fall at the 25th, 50th and 75th percentiles. This method was chosen as it is considered the most accurate way of

identifying the relevant employees and aligns to how the single figure table is calculated.

The Company has included the following elements of full-time annualised pay in its calculation (determined

as at 31 December 2024): annual basic salary, allowances, bonuses (cash and shares), commission payments,

employer’s pension contributions and P11D benefits. These pay elements were separated into recurring, bonus

and benefit components. The recurring components were scaled relative to the proportion of 2024 worked by

each individual employee. Bonus pay elements have been scaled relative to the full-time equivalent of part-time

employees. The scaled recurring pay elements and bonuses were then added to the benefits value.

This resulted in a single figure for each employee, from which the individuals at the 25th, 50th and 75th percentiles

could be identified.

130

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REMUNERATION REPORT CONTINUED

The table below sets out the total pay and benefits for individuals at the 25th, 50th and 75th percentiles, and the salary element

within this.

Financial year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

2024 Total pay and benefits £42,000 £76,000 £135,000

Salary element of total pay

andbenefits £33,000 £65,000 £110,000

The Remuneration Committee believes the median pay ratio for 2024 to be consistent with the reward policies for the

Company’s UK employees taken as a whole. UK-based employees have been selected as the most appropriate comparator

asthe CEO is a full-time UK-based employee.

The Company considers it appropriate to have a bias to variable pay as an employee moves up the organisation, so it is

inherentin our pay policy that the Executive Directors should be more exposed to performance (up and down) than others.

Thisis reflected in the change in the pay ratios.

Relative importance of spend on pay

The following table compares the total remuneration paid in respect of all employees of the Group in 2023 and 2024 and

distributions made to shareholders in the same years:

2024

£m

2023

£m % change

Dividends 31.5 28.3 11%

Employee remuneration costs, of which: 431.3 416.3 4%

– Executive Directors’ total pay excluding LTIP 15.0 14.1 6%

– Executive Directors’ annual bonus 14.0 13.1 7%

Conflicts of interest

In order to avoid any conflict of interest, remuneration is managed through well-defined processes,

ensuring no individual is involved in the decision-making process related to their own remuneration.

In particular, the remuneration of all Executive Directors is set and approved by the Committee;

and none of the Executive Directors are involved in the determination of their own remuneration

arrangements. The Committee also receives support from external advisors and evaluates the support

provided by those advisors annually to ensure that advice is independent, appropriate and cost

effective. The Committee exercises its own judgement in considering such advice.

External advisor

Following an external selection process, the Remuneration Committee appointed FIT Remuneration

Consultants LLP (‘FIT’) as its advisor in October 2018. FIT provides no other services to the Group, has

no further connection with the Company or individual Directors and is a signatory to the Remuneration

Consultants Group’s Code of Conduct. The Remuneration Committee reviews the effectiveness of its

advisor on an annual basis. It is satisfied that the quality of advice received during the year was sufficient

and that the advice provided by FIT is objective and independent.

The fees paid by the Company to FIT during the financial year for advice to the Remuneration Committee

and in relation to share plans were £27,924 (2023: £54,987). Fees were charged on a time spent basis.

Statement of shareholder voting at AGM

The following votes were received from shareholders at the last AGM at which the relevant resolutions

were proposed:

Date of meeting In favour % cast Against % cast Withheld

Remuneration Policy 11 May 2023 12,092,273 56.27 9,395,816 43.73 1,497,061

Remuneration Report 9 May 2024 12,371,552 5 7. 4 3 9,171,800 42.57 1,335,473

Details of the actions taken by the Board in response to the votes against the resolution in respect of the

Remuneration Report registered at the 2024 AGM are included in the Remuneration Committee Chair’s

statement on pages 118 to 120.

This report was approved by the Board and signed on its behalf by:

Dr Tim Miller

Remuneration Committee Chair

7 March 2025

Engagement with

employees on

remuneration

on page 96.

131

CLARKSON PLC — 2024 ANNUAL REPORT

We include the main tables from the shareholder-approved Directors’ Remuneration Policy (the ‘Policy’). A full

version of the Policy (which was approved by shareholders on 11 May 2023) can be found in the 2022 Annual Report

(available on our website at www.clarksons.com).

As indicated in previous reports, the Remuneration Committee (the ‘Committee’) recognises that listed company

practice as regards their Executive Directors has changed over the years and that, for any new appointments to the

Board, the Policy will be broadly consistent with current market practice. While there are no current plans to appoint

a new Executive Director, the Committee confirms that any new appointments under the proposed Policy will also be

subject to the following:

— Capping the annual bonus opportunity;

— Deferring a greater proportion of the annual bonus;

— Compensation for fixed pay only on severance;

— No enhancement on a change of control;

— The rate of any employer pension contributions will be aligned with that available to the majority of the wider

workforce in the UK (or any other country in which the executive is based).

For any new Executive Director appointments, the Policy should be read as incorporating such additional

requirements. In addition, the Committee will consider at the time other developments in market practice when

constructing such an offer.

Purpose and link

tostrategy Operation Maximum opportunity Performance framework

Base

salary

— To attract and retain

high performing

Executive Directors

who are critical for the

business

— Set at a level to provide

a core reward for the

role and cover essential

living costs

— Normally reviewed

annually

— Paid monthly

— Salaries are determined

taking into account:

— the experience,

responsibility,

effectiveness and

market value of the

executive

— the pay and

conditions in the

workforce

— There is no prescribed

maximum annual

increase. The Committee

is guided by the general

increase for the broader

workforce but on

occasion may recognise

an increase in certain

circumstances, such

as assumed additional

responsibility or an

increase in the scale

or scope of the role

or, in the case of a

new executive, a move

towards the desired rate

over a period of time

where salary was initially

set below the intended

positioning

n/a

Benefits

— To provide a market

standard suite of basic

benefits in kind to

ensure the Executive

Directors’ wellbeing

— Taxable benefits may

include:

— car allowance

— healthcare insurance

— club membership

— Participation in

HMRC-approved (or

equivalent) schemes

— Other benefits may

be payable where

appropriate

— Any reasonable

business-related

expenses (including

tax thereon) may

be reimbursed if

determined to be a

taxable benefit

— A car allowance in

line with market

norm. The value of

other benefits is based

on the cost to the

Company and is not

predetermined

— HMRC (or equivalent)

scheme participation

up to prevailing scheme

limits

n/a

APPENDIX: DIRECTORS’ REMUNERATION POLICY

132

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REMUNERATION REPORT CONTINUED

Purpose and link

tostrategy Operation Maximum opportunity Performance framework

Annual

bonus

(including

deferred

shares)

— To reward significant

annual profit

performance

— To ensure that

the bonus plan is

competitive with our

peers. As a result, bonus

forms a significant

proportion of the

remuneration package

— To ensure that if

there is a reduction in

profitability, the level

of bonus payable falls

away sharply

— 90% of the bonus

is paid in cash and,

although they have no

contractual obligation,

the Executive Directors

have agreed that 10% of

annual bonus payable

is deferred in shares,

vesting after four years

— Executive Directors

have voting rights and

receive dividends on

deferred shares

— Performance criteria

are reviewed and

recalibrated carefully

each year to ensure

they are linked to

strategic business goals,

take full account of

economic conditions,

and are sufficiently

demanding to control

the total bonus pool and

individual allocations

— Clawback provision

operates for

overpayments due to

misstatement or error

— In line with Clarksons’

peers, the annual

bonus is not subject

to a formal individual

cap. This policy,

which is contractual

for the current Chief

Executive Officer and

Chief Financial Officer

& Chief Operating

Officer, encourages

the maximisation of

profit, and ensures that

Executive Directors

are aligned with all

stakeholders in the

business

— Bonus is determined

by Group performance

measured over one year

on the following basis:

— below a ‘profit floor’

set by the Committee

each year, no bonus is

triggered

— above the floor, an

escalating percentage

of profits is payable

into a bonus pool for

progressively higher

profit before tax

performance

— profit for bonus

calculations may

be adjusted by the

Committee where

appropriate and does

not include business

that has not been

invoiced

— for Executive

Directors with

revenue-generating

broking

responsibilities,

a further key

determinant of the

annual bonus is

the significance of

personally generated

broking revenues

— a proportion of an

individual’s share

of the bonus pool

may be based on

the achievement of

personal objectives

set by the Committee

at the start of

theyear

Long-term

incentives

— To incentivise and

reward significant

long-term financial

performance and share

price performance

relative to the stock

market

— To encourage share

ownership and provide

further alignment with

shareholders

— Awards are

performance-related

and are normally

structured as nil cost

options

— Awards are granted

each year following the

publication of annual

results

— Clawback provision

operates for

overpayments due to

misstatement or error

— Annual maximum limit

of 150% of base salary

for awards subject to

long-term performance

targets (200% of base

salary in exceptional

circumstances)

— Dividend equivalents

(in cash or shares)

may accrue between

grant and vesting/

expiry of any holding

period, to the extent

that shares under award

ultimatelyvest

— Currently, the

awards are subject

to performance

conditions measured

on a combination of

three-year EPS growth

and relative TSR

— The Committee

may introduce new

measures or reweight

the current EPS and

TSR performance

measures so that they

are directly aligned with

the Company’s strategic

objectives for each

performance period

— Normally measured

over a three-year

performance period

— 25% of an award will

vest for achieving

threshold performance,

increasing pro-rata

to full vesting for the

achievement of stretch

performance targets

133

CLARKSON PLC — 2024 ANNUAL REPORT

Purpose and link

tostrategy Operation Maximum opportunity Performance framework

Pension

— To provide a

market-competitive

pension arrangement

— Executive Directors

participate in a

Company defined

contribution pension

scheme and/or receive a

cash allowance in lieu of

pension contributions

— Employer contributions

are up to 15% of basic

salary or an equivalent

cash allowance net of

employer’s national

insurance contributions

n/a

Non-

Executive

Directors’

fees

— To attract and

retain high calibre

Non-Executive Directors

through the provision of

market competitive fees

— Reviewed annually

— Paid monthly

— Fees are determined

taking into account:

— the experience,

responsibility,

effectiveness and

time commitments

of the Non-Executive

Directors

— the pay and

conditions in the

workforce

— Additional fees may be

payable in relation to

extra responsibilities

undertaken such

as chairing a Board

Committee and/or a

Senior Independent

Director role or being a

member of a Committee

— Any reasonable

business-related

expenses (including

tax thereon) can

be reimbursed if

determined to be a

taxable benefit

— As for the Executive

Directors, there is no

prescribed maximum

annual increase

— Fee increases are

guided by the general

increase for the broader

workforce but on

occasion may recognise

an increase in certain

circumstances, such

as assumed additional

responsibility or an

increase in the scale

orscope of the role

n/a

ownership

guidelines

— To provide alignment

between the

longer-term interests

of Directors and

shareholders

— Executive Directors

are expected to build

up and maintain

shareholdings in the

Company

— Executives are required

to retain at least half of

the net of tax vested

number of shares

awarded and received

until the guideline has

been achieved

— Chief Executive

Officer: 200% of salary

— Other Executive

Directors: 200%

ofsalary

n/a

134

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REMUNERATION REPORT CONTINUED

The Directors present their Report and the audited consolidated financial statements for the year ended

31 December 2024. The Directors’ Report and the Strategic Report (pages 2 to 83) together constitute

theManagement Report for the purpose of Rule 4.1.8R of the Disclosure Guidance and Transparency Rules.

Otherinformation relevant to the report, including information required pursuant to the Companies Act 2006

andUKListing Rule 6.6.1R, is incorporated below by reference.

Detail Section Location

Information incorporated by reference

As permitted by

the Companies Act

2006, the disclosures

to the right, which

are included in the

Strategic Report, are

incorporated into the

Directors’ Report by

reference:

An indication of likely future developments in the business of the

Company and its subsidiary undertakings.

Strategic

Report

Pages 14 to 17

and 28 to 43

An indication of the activities of the Company and its subsidiary

undertakings in the field of research and development.

Strategic

Report

Pages 2 to 9,

14 to 17 and

26 to 43

Employment of disabled persons. Strategic

Report

Page 48

Employee engagement (including participation in share plans). Strategic

Report

Pages 48, 96,

97 and 120

Engagement with suppliers, customers and others. Strategic

Report

Pages 59 to 61

The Company is

required to disclose

certain information

under UK Listing Rule

6.6.1R in the Directors’

Report or advise where

such information is set

out. Theinformation

can be found in the

sections of the 2024

Annual Report set out

to the right:

Details of long-term incentive schemes. Directors’

Remuneration

Report

Pages 121

to134

Any waiver of emoluments by a Director of the Company or any

subsidiary undertaking.

N/A

Directors

The names and biographical details of the Directors who served on

the Board and Board Committees during the year, including changes

that have occurred during the year and up to the date of this report,

are shown in the Corporate Governance Report and incorporated into

the Directors’ Report by reference.

Corporate

Governance

Report

Pages 88 to 91

Appointment

and retirement

ofDirectors

The Company’s Articles of Association, the Code, the Companies Act

2006 and related legislation govern the appointment and retirement

of Directors.

In accordance with the Code and the Company’s Articles of

Association, all Directors are subject to election by shareholders at

the first AGM following their appointment, and subject to annual

re-election thereafter. The 2025 Notice of AGM sets out the reasons

why the Board believes each Director should be re-elected (or elected

in the case of Constantin Cotzias).

Corporate

Governance

Report

Page 104

Directors’ powers

Subject to relevant company law and the Company’s Articles of

Association, the Directors may exercise all powers of the Company.

Further details regarding authorities in relation to the allotment of

shares and the repurchase of shares are set out on the next page.

Directors’ insurance

and indemnities

Directors’ and officers’ liability insurance was maintained by

the Company throughout 2024 and to the date of this report.

Qualifying indemnity provisions are in place for the benefit of

theNon-ExecutiveDirectors.

Directors’ interests

The interests of the Directors and their connected persons in the

Company’s shares are set out in the Directors’ Remuneration Report.

Directors’

Remuneration

Report

Pages 126

to128

135

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REPORT

Detail Section Location

Share capital

At 31 December 2024, the Company’s issued share capital consisted

of 30,778,235 ordinary shares of £0.25 each. Further details on the

issued share capital, including any changes during the year, can be

found in the notes to the financial statements.

Note 24 to the

consolidated

financial

statements

Page 188

Rights attaching

toshares

All ordinary shares have equal voting rights, including the right to

one vote at a general meeting, to receive an equal proportion of any

dividends declared and paid, and to an equal amount of any surplus

assets distributed in the event of a winding-up.

There are no restrictions on the transfer of the Company’s ordinary

shares or on the exercise of voting rights attached to them,

otherthan:

— where the Company has exercised its right to suspend their voting

rights or prohibit their transfer following the omission by their

holders or any person interested in them to provide the Company

with information requested by it in accordance with Part 22 of the

Companies Act 2006;

— where the holder is precluded from exercising voting rights by the

Financial Conduct Authority’s Listing Rules or the City Code on

Takeovers and Mergers; and

— pursuant to the Company’s share dealing rules where the Directors

and designated employees require approval to deal in the

Company’s shares.

The Company is not aware of any further agreements between

shareholders that may result in restrictions on the transfer of

securities and/or voting rights.

Authority to

allotshares

The Company requests authority from shareholders for the Directors

to allot shares on an annual basis, and a similar resolution will be

proposed at the 2025 AGM. At the 2024 AGM, the Directors were

authorised to allot shares up to an aggregate nominal amount of

£2,561,855 or up to £5,123,710 in connection with a rights issue,

and were empowered to allot equity securities for cash on a non-

pre-emptive basis up to an aggregate nominal amount of £768,556.

Inline with the Pre-Emption Group’s updated Statement of Principles,

published in November 2022, the Company will request authority

from shareholders at the 2025 AGM to allot equity securities for

cash on a non-pre-emptive basis up to 10% of the issued ordinary

share capital (to be determined at the latest practicable date before

publication of the Notice of Meeting).

Purchase of

ownshares

At the 2024 AGM, the Company obtained shareholder approval to

purchase up to 3,074,226 of its own ordinary shares of £0.25each

(representing 10% of its issued share capital). No shares were

purchased under this authority during the year.

At the 2025 AGM, the Directors will again seek authority to purchase

the Company’s own shares.

Employee share

scheme rights

The Company has established an Employee Benefit Trust (‘EBT’)

for the purpose of facilitating the operation of the Company’s share

plans. The EBT waives any voting rights and dividends that may be

declared in respect of such shares which have not been allocated for

the settlement of awards made under the Company’s share plans.

Employees may direct the EBT as to how to exercise voting rights

over shares in which they have a beneficial interest.

136

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REPORT CONTINUED

Detail Section Location

Substantial

shareholders

As of 31 December 2024, the Company had been notified under the

Disclosure Guidance and Transparency Rules of the following holdings

of voting rights in its issued share capital:

Shareholder

% of total voting

rights disclosed

Royal London Asset Management Ltd 5.00%

FMR LLC 4.86%

RS Platou Holding AS 4.85%

Invesco Ltd. 3.18%

Between 31 December 2024 and the date of this report, the Company

received notifications from Royal London Asset Management Limited

and RS Platou Holding AS disclosing interests of 4.92% and 3.94%

respectively in the Company’s total voting rights.

Significant

agreements

The service contracts of the CEO and CFO & COO include provisions

regarding a change of control of the Company. Further details are

included in the Directors’ Remuneration Policy (which is available

on the Company’s website in the 2022 Annual Report). There are

no further agreements between any Group company and any of its

employees or any Director of any Group company which provide for

compensation to be paid to an employee or a Director for termination

of employment or for loss of office as a consequence of a takeover of

the Company.

There are no significant agreements to which the Company is a party

that take effect, alter or terminate upon a change of control following

a takeover bid for the Company.

2022 Annual

Report

Page 137

Dividend

The Directors recommend a final dividend of 77p per ordinary share

for the year ended 31 December 2024. Subject to shareholder

approval at the AGM, the final dividend will be paid on 23 May 2025

toshareholders on the register at the close of business on 9 May 2025.

The interim dividend paid during the year was 32p which, together

with the final dividend, will provide a total dividend of 109p per

ordinary share for the year (2023: 102p).

External Auditor

The Board recommends that PricewaterhouseCoopers LLP (‘PwC’)

be reappointed as the Company’s External Auditor with effect from

the 2025 AGM, at which resolutions regarding PwC’s reappointment

and to authorise the Board to set their remuneration will be proposed.

Audit and Risk

Committee

Report

Pages 113

to114

Articles of

Association

The Company’s Articles of Association were adopted at the 2019

AGM. Any amendments to the Articles of Association can only be

made by a special resolution at a general meeting of shareholders.

Political donations

The Group did not make any political donations or incur any political

expenditure in the UK or the EU during 2025.

Financial

instruments

Our risk management objectives and policies in relation to the use of

financial instruments can be found in the notes to the consolidated

financial statements.

Note 27 to the

consolidated

financial

statements

Pages 190

to193

Greenhouse gas

emissions, energy

consumption and

energy efficiency

reporting

Details relating to required emissions reporting are set out within

theDisclosure Statements section.

Disclosure

Statements

Pages 78

and79

Corporate

Governance

statement

The Corporate Governance Report is incorporated by reference into

this Directors’ Report and includes details of our compliance with

the Code and how the Company has applied the main Principles.

The Corporate Governance Report also includes a description

of the Group Diversity and Inclusion Policy, which incorporates

Boarddiversity.

Corporate

Governance

Report

Pages 88

to134

137

CLARKSON PLC — 2024 ANNUAL REPORT

Detail Section Location

Internal control and

risk management

systems

A description of the main features of the Group’s internal control and

risk management systems in relation to the financial reporting process

can be found in the Strategic Report.

Strategic

Report

Pages 62 to70

Annual General

Meeting

The 2025 AGM will be held electronically by video webcast on

1 May 2025. Details of the resolutions to be proposed are set out

in a separate Notice of Meeting, which will be posted to those

shareholders who receive hard copy documents, and which will

be available on the Group’s website for those who have elected to

receive documents electronically.

Corporate

Governance

Report

Page 97

Events since the

balance sheet date

Since 31 December 2024, there have been no material items to report.

Disclosure of

information to the

Auditor

Each of the Directors who held office at the date of approval of this

Directors’ Report confirms that, so far as each Director is aware, there

is no relevant audit information of which the Company’s Auditor is

unaware; and each Director has taken all steps that ought to have

been taken to make himself/herself aware of any relevant audit

information and to establish that the Company’s Auditor is aware of

that information.

Statutory details for

Clarkson PLC

The Company is a public company limited by shares, incorporated

in the United Kingdom and registered in England and Wales with

registered number 01190238. Its registered office is at Commodity

Quay, St Katharine Docks, London E1W 1BF.

The Company’s shares are listed on the London Stock Exchange

under the ticker CKN, and the Company is a constituent of the FTSE

250. It has no ultimate parent company, and details of the Company’s

substantial shareholders (as notified to the Company under the

Disclosure Guidance and Transparency Rules) are set out on page137.

Directors’

Report

Page 137

Branches

A number of the Company’s subsidiary undertakings maintain

branches outside of the UK.

Note U to

the Parent

Company

financial

statements

Pages 209

to214

By order of the Board:

Deborah Abrehart

Group Company Secretary

7 March 2025

138

CORPORATE GOVERNANCE —

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ REPORT CONTINUED

The Directors are responsible for

preparing the Annual Report and the

financial statements in accordance

with applicable law and regulation.

Company law requires the Directors

to prepare financial statements for

each financial year. Under that law

the Directors have prepared the

Group and the Parent Company

financial statements in accordance

with UK-adopted international

accounting standards.

Under company law, directors must

not approve the financial statements

unless they are satisfied that they

give a true and fair view of the

state of affairs of the Group and the

Parent Company and of the profit

or loss of the Group for that period.

Inpreparing the financial statements,

the Directors are required to:

— select suitable accounting policies

and then apply them consistently;

— state whether applicable

UK-adopted international

accounting standards have

been followed, subject to any

material departures disclosed

and explained in the financial

statements;

— make judgements and accounting

estimates that are reasonable and

prudent; and

— prepare the financial statements

on the going concern basis unless

it is inappropriate to presume that

the Group and Parent Company

will continue in business.

The Directors are responsible for

safeguarding the assets of the Group

and Parent Company and hence

for taking reasonable steps for the

prevention and detection of fraud

and other irregularities.

The Directors are also responsible

for keeping adequate accounting

records that are sufficient to show

and explain the Group’s and Parent

Company’s transactions and

disclose with reasonable accuracy

at any time the financial position

of the Group and Parent Company

and enable them to ensure that

the financial statements and the

Directors’ Remuneration Report

comply with the Companies

Act 2006.

The Directors are responsible for

the maintenance and integrity of

the Parent Company’s website.

Legislation in the United Kingdom

governing the preparation and

dissemination of financial statements

may differ from legislation in other

jurisdictions.

Directors’ confirmations

The Directors consider that the

Annual Report, taken as a whole,

isfair, balanced and understandable

and provides the information

necessary for shareholders to assess

the Group’s and Parent Company’s

position and performance, business

model and strategy.

Each of the Directors, whose names

and functions are listed in the

Corporate Governance Report in this

Annual Report, confirm that, to the

best of their knowledge:

— the Group and Parent Company

financial statements, which have

been prepared in accordance

with UK-adopted international

accounting standards, give a

true and fair view of the assets,

liabilities and financial position of

the Group and Parent Company,

and of the profit of the Group;

and

— the Strategic Report includes a

fair review of the development

and performance of the business

and the position of the Group and

Parent Company, together with a

description of the principal risks

and uncertainties that it faces.

In the case of each Director in office

at the date the Directors’ Report

isapproved:

— so far as the Director is aware,

there is no relevant audit

information of which the Group’s

and Parent Company’s Auditor

isunaware; and

— they have taken all the steps

that they ought to have taken

as a Director in order to make

themselves aware of any relevant

audit information and to establish

that the Group’s and Parent

Company’s Auditor is aware

ofthat information.

Laurence Hollingworth

Chair

7 March 2025

139

CLARKSON PLC — 2024 ANNUAL REPORT

DIRECTORS’ RESPONSIBILITIES STATEMENT

Opinion

In our opinion:

— Clarkson PLC’s Group financial statements and Parent Company financial statements (the “financial statements”)

give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024

and of the Group’s profit and the Group’s cash flows for the year then ended;

— the Group financial statements have been properly prepared in accordance with UK-adopted international

accounting standards as applied in accordance with the provisions of the Companies Act 2006;

— the Parent Company financial statements have been properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced

Disclosure Framework”, and applicable law); and

— the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the 2024 Annual Report (the “Annual Report”), which

comprise: the consolidated and Parent Company balance sheets as at 31 December 2024; the consolidated income

statement, the consolidated statement of comprehensive income, the consolidated cash flow statement and the

consolidated and Parent Company statements of changes in equity for the year then ended; and the notes to the

financial statements, comprising material accounting policy information and other explanatory information.

Our opinion is consistent with our reporting to the Audit and Risk Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable

law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the

financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit

ofthe financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest

entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard

were not provided.

Other than those disclosed in note 3, we have provided no non-audit services to the Parent Company or its

controlled undertakings in the period under audit.

Our audit approach

Overview

Audit scope

— Our audit included full scope audits of eighteen components (two of which are significant due to their relative

size). This gave us coverage of 91% (2023: 87%) of the Group’s underlying absolute profit before taxation and 69%

(2023: 70%) of the Group’s revenue. There were no significant changes to the Group’s operations during the year.

Key audit matters

— Carrying value of goodwill in respect of the Offshore broking and Securities CGUs (Group)

— Risk of impairment of trade receivables (Group)

— Carrying value of investments in subsidiaries (Parent Company)

Materiality

— Overall Group materiality: £5,790,000 (2023: £5,400,000) based on 5% of profit before taxation,

adjustedforexceptional items and acquisition-related costs (‘underlying profit before taxation’).

— Overall Parent Company materiality: £3,854,000 (2023: £3,312,000) based on 1% of total assets.

— Performance materiality: £4,342,500 (2023: £4,050,000) (Group) and £2,890,500 (2023: £2,484,000)

(ParentCompany).

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

CORPORATE GOVERNANCE —

140

CLARKSON PLC — 2024 ANNUAL REPORT

INDEPENDENT AUDITORS’ REPORT TO THE

MEMBERS OF CLARKSON PLC

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement

inthefinancial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the

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) identified by the auditors, 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, and any comments we make on the results of our procedures thereon, 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.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Carrying value of goodwill in respect of the Offshore broking and

Securties CGUs (Group)

Refer to Note 2 (Statement of accounting policies) and

Note 14 (Impairment testing of goodwill) of the Group

financial statements.

The goodwill balance is allocated across several cash

generating units (CGUs) and is subject to an annual

impairment test. As in the prior year, the headroom on

the Offshore broking and Securities CGUs is low and as

a result we identified a significant risk of impairment in

these CGUs.

The Offshore broking and Securities CGUs have

allocated goodwill of £44.6m and £11.8m respectively.

Management prepared a value-in-use discounted cash

flows model to estimate the present value of forecast

future cash flows for each CGU, the ‘recoverable

amount’. This was then compared with the carrying

value of the net assets of each CGU (including goodwill)

to determine if there was an impairment.

Determining whether an impairment charge is required

for goodwill involves significant estimates about

forecast future performance and cash flows of the

CGUs. It also involves determining an appropriate

discount rate and long-term growth rate.

Management’s impairment review determined that the

recoverable amounts of these two CGUs was higher

than the carrying value of each of the CGU’s net assets

respectively. As a result, no goodwill impairment charge

has been recognised in the current financial year.

We focused on this matter due to the size of the

balance and the significant judgements and estimation

involved to determine whether the carrying value of

goodwill is supportable.

Our audit procedures for the Offshore broking and

Securities CGUs included:

— We obtained management’s annual impairment

assessment and verified the mathematical accuracy of

the calculations and that the methodology used was

in line with the requirements of IAS 36 ‘Impairment of

Assets’;

— We compared the forecasts used in the impairment

model to the latest Board approved budget and

obtained and evaluated corroborative evidence

supporting the future cash flow forecasts of the CGUs;

— We compared the prior year budget to actual results

in order to assess the historical forecasting accuracy

of the business. We also considered available market

data to challenge the significant assumptions used

by management to determine the future cashflow

forecasts;

— We challenged the reasonableness of the discount

rates by comparing the weighted-average cost of

capital with comparable organisations and consulting

with our own valuation experts;

— We considered the long-term cyclical performance

and verified that this had been appropriately factored

into the long-term forecasts; and

— We challenged the extent to which climate change

considerations had been reflected, as appropriate, in

management’s impairment modelling process.

We found the Directors’ assumptions to be supportable.

We also performed sensitivity analysis on the key

drivers of the cash flow projections including assumed

profits and long-term growth rates. We are satisfied

that management’s assessment is appropriate and

concur that no impairment arises at 31 December 2024.

We evaluated the disclosures made in Note 14

regarding the related assumptions and sensitivities and

concluded these appropriately draw attention to the

significant areas of estimation uncertainty.

141

CLARKSON PLC — 2024 ANNUAL REPORT

Key audit matter How our audit addressed the key audit matter

Risk of impairment of trade receivables (Group)

Refer to Note 2 (Statement of accounting policies) and

Note 15 (Trade and other receivables) of the Group

financial statements.

The Group had trade receivables of £132.6m

(2023: £143.6m) before a loss allowance for expected

credit losses of £22.0m (2023: £21.9m).

Management applies the requirements of IFRS 9

‘Financial Instruments’ to determine the loss allowance

for expected credit losses. The determination as to

whether a trade receivable is recoverable and the

measurement of any expected credit loss involves

judgement. Specific factors which management

considers include the age of the balance, location

and known financial condition of certain customers,

existence of disputes, recent historical payment

patterns and any other available information concerning

the creditworthiness of the counterparty.

Management uses this information to determine

whether a loss allowance for impairment is required,

either for expected credit losses on a specific

transaction or for a customer’s balance overall.

For certain customers, which were provided for at the

time of invoicing, no revenue has been recognised,

because collectability was not considered probable.

We focused on the risk of impairment in trade

receivables because it requires a high level of

management judgement and because of the materiality

of the amounts involved.

Our audit procedures included:

— For specific allowances for expected credit losses,

we selected a sample of items and understood

management’s rationale for an impairment being

required. The impairments relate to customers in

default or administration, where the customer or trade

is sanctioned or there are legal disputes or those

where no net revenue is recognised due to doubt

regarding collectability at the time of invoicing;

— Verifying whether payments had been received since

the year end, reviewing historical payment patterns

and inspecting any correspondence with customers

on expected settlement dates;

— The remaining trade receivables, which were not

specifically impaired, were subject to management’s

calculation of an expected credit loss. We examined

and tested source data and the mathematical

accuracy of management’s supporting calculations;

this included consideration of the amount of the prior

year’s loss allowance that had been utilised for bad

debt write-offs during the year and also the history

of current receivables reaching default or extended

overdue positions; and

— We tested adjustments made by management to

reflect certain market conditions, in terms of both

the Group’s markets and the territories where the

receivables are due.

From the work we performed, we consider the

expected credit losses to be consistent with the

evidence obtained.

CORPORATE GOVERNANCE —

142

CLARKSON PLC — 2024 ANNUAL REPORT

INDEPENDENT AUDITORS’ REPORT TO THE

MEMBERS OF CLARKSON PLC CONTINUED

Key audit matter How our audit addressed the key audit matter

Carrying value of investments in subsidiaries (Parent Company)

Refer to Note A (Statement of accounting policies)

and Note F (Investments in subsidiaries) of the Parent

Company financial statements.

As disclosed in Note F, the Parent Company has

investments of £163.2m in its subsidiaries. There is a risk

that the performance of the subsidiary undertakings is

not sufficient to support their carrying value and the

assets may be impaired.

In assessing for impairment triggers, management

considers if the underlying net assets of an investment

support the carrying amount. Where the carrying

amount exceeds the net asset value of the subsidiary,

an estimation of the value-in-use of the subsidiary

is required. The value-in-use calculation requires

an estimation of future cash flows expected to

arise from the subsidiary, the selection of suitable

discount rates and the estimation of future growth

rates. As determining such assumptions is inherently

judgemental, there is the potential these may differ

in subsequent periods and materially change the

conclusions reached.

Based on management’s assessment, no impairment

or reversal of impairment in respect of the carrying

value of investments in subsidiaries was identified as at

31 December 2024.

We focused on this matter due to the size of the

balance and the significant judgement and estimation

involved to determine whether the carrying value of

investments in subsidiaries is appropriate in the Parent

Company balance sheet.

We obtained management’s impairment of

investment in subsidiaries assessment with supporting

computations and:

— Verified that the inputs to the assessment were

mathematically accurate and, where appropriate, were

consistent with the goodwill impairment assessment

set out in the key audit matter above;

— Compared the investment values against the net

assets of the investments to identify whether the

carrying amounts were supported by the net asset

positions of the subsidiaries. Where the carrying

amounts exceeded the net asset values of the

subsidiaries, our procedures were focused on

management’s value in use calculations including

evaluation of the key assumptions used.

We are satisfied that management’s assessment

is appropriate and that there are no indicators of

impairment or reversal of impairment in respect of the

carrying value of the Parent Company’s investments

in subsidiaries as at 31 December 2024. We evaluated

the disclosures made in Note F and concluded that the

sensitivity disclosures appropriately draw attention to

the significant areas of estimation uncertainty.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on

the financial statements as a whole, taking into account the structure of the Group and the Parent Company,

theaccounting processes and controls, and the industry in which they operate.

The financial statements are a consolidation of components, comprising the Group’s operating businesses and

centralised functions. In establishing the overall approach to the Group audit, we determined the type of work that

needed to be performed at the components by us, as the Group engagement team, or by component auditors

of other PwC network firms and other firms operating under our instruction. Where the work was performed

by component auditors, we determined the level of involvement we needed to have in the audit work at those

components to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for

our opinion on the financial statements as a whole. Our audit included full scope audits of eighteen components (two

of which are significant due to their relative size); the remaining sixteen were considered to benon-significant. This

gave us coverage of 91% (2023: 87%) of the Group’s underlying absolute profit before taxation and 69% (2023: 70%)

of the Group’s revenue. The significant components were based in the UK and Norway. Our work included directly

auditing the largest UK component and receiving reporting from our component audit teams. This, together with the

additional procedures performed centrally at the Group level, including testing the consolidation process, gave us the

evidence we needed for our opinion on the financial statements as a whole.

143

CLARKSON PLC — 2024 ANNUAL REPORT

The impact of climate risk on our audit

As part of the audit, we have considered the Group’s risk assessment process in identifying climate-related risks

and their impact on the Group’s business, which was supported by an external sustainability consultant engaged

bymanagement.

The procedures we undertook included obtaining an understanding of how management has considered the

impact of their identified climate-related risks in the underlying assumptions and estimates used within the Group

and Parent Company’s financial statements. We challenged the completeness of management’s climate risk

assessment and specifically considered how climate-related risks might impact the significant assumptions made by

management in determining the future cashflow forecasts used in their assessment of the carrying value of goodwill.

We assessed the estimates and assumptions made by management in preparing the financial statements and did

not identify any material impact as a result of climate risk on the Group’s and Parent Company’s financial statements.

We also considered the consistency of the disclosures in relation to climate risk in the other information within the

Annual Report (including the disclosures in the Task Force on Climate-Related Financial Disclosures (‘TCFD’) section)

with the financial statements and our knowledge obtained from the audit.

Our responsibility over other information is further described in the ‘Reporting on other information’ section of our

report.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for

materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the

nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and

in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – Group Financial statements – Parent Company

Overall materiality

£5,790,000 (2023: £5,400,000). £3,854,000 (2023: £3,312,000).

How we determined it

5% of profit before taxation,

adjusted for exceptional items

and acquisition-related costs

('underlying profit before taxation')

1% of total assets

Rationale for benchmark applied

In our view, underlying profit

before taxation represents the

primary measure used by the

shareholders in assessing the

performance of the Group.

The Parent Company does not

have trading activities. Therefore,

total assets has been used as it

represents a generally accepted

auditing benchmark used to

determine materiality in a holding

company.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group

materiality. The range of materiality allocated across components was between £30,100 and £3,854,000. Certain

components were audited to a local statutory audit materiality that was also less than our overall Group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of

uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality

in determining the scope of our audit and the nature and extent of our testing of account balances, classes of

transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023:

75%) of overall materiality, amounting to £4,342,500 (2023: £4,050,000) for the Group financial statements and

£2,890,500 (2023: £2,484,000) for the Parent Company financial statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements,

riskassessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the

upperend of our normal range was appropriate.

We agreed with the Audit and Risk Committee that we would report to them misstatements identified during

ouraudit above £289,500 (Group audit) (2023: £270,000) and £192,700 (Parent Company audit) (2023: £165,600)

as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

CORPORATE GOVERNANCE —

144

CLARKSON PLC — 2024 ANNUAL REPORT

INDEPENDENT AUDITORS’ REPORT TO THE

MEMBERS OF CLARKSON PLC CONTINUED

Conclusions relating to going concern

Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt

thegoing concern basis of accounting included:

— evaluating management’s base case and downside scenarios, challenging and corroborating key assumptions;

— testing the accuracy of cash flow models used to assess available liquidity during the going concern period;

— ensuring consistency with the key assumptions used in other areas of our audit such as the assessment of

goodwill impairment; and

— reading management’s disclosures in the financial statements and relevant “other information” in the Annual

Report and checking consistency with the financial statements and our knowledge based on our audit.

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 and the Parent Company’s

ability to continue as a going concern for a period of at least twelve months from when the financial statements are

authorised for issue.

In 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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the

Group’s and the Parent Company’s ability to continue as a going concern.

In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing

material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether

the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the

relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and

our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial

statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to

the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material

inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a

material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by

the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain

opinions and matters as described below.

Strategic Report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report

and Directors’ Report for the year ended 31 December 2024 is consistent with the financial statements and has been

prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and Parent Company and their environment obtained in

the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in

accordance with the Companies Act 2006.

145

CLARKSON PLC — 2024 ANNUAL REPORT

Corporate governance statement

The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability

andthat part of the corporate governance statement relating to the Parent Company’s compliance with the

provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect

to the corporate governance statement as other information are described in the Reporting on other information

section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the

corporate governance statement, included within the Corporate Governance Report, is materially consistent with

the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw

attention to in relation to:

— The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

— The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify

emerging risks and an explanation of how these are being managed or mitigated;

— The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the

going concern basis of accounting in preparing them, and their identification of any material uncertainties to the

Group’s and Parent Company’s ability to continue to do so over a period of at least twelve months from the date

of approval of the financial statements;

— The Directors’ explanation as to their assessment of the Group’s and Parent Company’s prospects, the period this

assessment covers and why the period is appropriate; and

— The Directors’ statement as to whether they have a reasonable expectation that the Parent Company will be able

to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any

related disclosures drawing attention to any necessary qualifications or assumptions.

Our review of the Directors’ statement regarding the longer-term viability of the Group and Parent Company was

substantially less in scope than an audit and only consisted of making inquiries and considering the Directors’

process supporting their statement; checking that the statement is in alignment with the relevant provisions of the

UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements

and our knowledge and understanding of the Group and Parent Company and their environment obtained in the

course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the corporate governance statement is materially consistent with the financial statements and our

knowledge obtained during the audit:

— The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and

understandable, and provides the information necessary for the members to assess the Group’s and Parent

Company’s position, performance, business model and strategy;

— The section of the Annual Report that describes the review of effectiveness of risk management and internal

control systems; and

— The section of the Annual Report describing the work of the Audit and Risk Committee.

We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the

Parent Company’s compliance with the Code does not properly disclose a departure from a relevant provision of

theCode specified under the Listing Rules for review by the auditors.

CORPORATE GOVERNANCE —

146

CLARKSON PLC — 2024 ANNUAL REPORT

INDEPENDENT AUDITORS’ REPORT TO THE

MEMBERS OF CLARKSON PLC CONTINUED

Responsibilities for the financial statements and the audit

Responsibilities of the Directors for the financial statements

As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation

of the financial statements in accordance with the applicable framework and for being satisfied that they give a true

and fair view. The Directors are also responsible for such internal control as they 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 Group’s and 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 Group or the Parent

Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the 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 auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in

line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including

fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance

with laws and regulations related to international trade regulations and regulatory licence requirements for the

Group’s Securities business, and we considered the extent to which non-compliance might have a material effect

on the financial statements. We also considered those laws and regulations that have a direct impact on the

financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities

for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined

that the principal risks were related to the artificial inflation of reported results through the posting of inappropriate

journal entries and management bias in accounting estimates. The Group engagement team shared this risk

assessment with the component auditors so that they could include appropriate audit procedures in response to

such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors

included:

— Inspecting correspondence with regulators and tax authorities.

— Reviewing minutes of meetings of those charged with governance including the Board, Audit and Risk Committee

and Remuneration Committee.

— Discussions with management including consideration of known or suspected instances of non-compliance with

laws and regulations and fraud.

— Evaluating management’s controls designed to prevent and detect irregularities.

— Identifying and testing journals, in particular journal entries posted with unusual account combinations or postings

by unusual users.

— Challenging assumptions and judgements made by management in their critical accounting estimates including

the key audit matters described above.

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.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using

data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than

testing complete populations. We will often seek to target particular items for testing based on their size or risk

characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population

from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website

at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

147

CLARKSON PLC — 2024 ANNUAL REPORT

Use of this report

This report, including the opinions, has been prepared for and only for the Parent Company’s members as a body

in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving

these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report

isshown or into whose hands it may come save where expressly agreed by our prior consent in writing.

OTHER REQUIRED REPORTING

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

— we have not obtained all the information and explanations we require for our audit; or

— adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit

havenot been received from branches not visited by us; or

— certain disclosures of Directors’ remuneration specified by law are not made; 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.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit and Risk Committee, we were appointed by the members on

9July 2009 to audit the financial statements for the year ended 31 December 2009 and subsequent financial

periods. The period of total uninterrupted engagement is 16 years, covering the years ended 31 December 2009

to31 December 2024.

OTHER MATTER

The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include

these financial statements in an annual financial report prepared under the structured digital format required by

DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’

report provides no assurance over whether the structured digital format annual financial report has been prepared

inaccordance with those requirements.

Timothy McAllister

Senior Statutory Auditor

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

7 March 2025

CORPORATE GOVERNANCE —

148

CLARKSON PLC — 2024 ANNUAL REPORT

INDEPENDENT AUDITORS’ REPORT TO THE

MEMBERS OF CLARKSON PLC CONTINUED

				2024				2023
					Before			After
					exceptional			exceptional
		Before	Acquisition-	After	items and		Acquisition-	items and
		acquisition-	related	acquisition-	acquisition-	Exceptional	related	acquisition-
		related	costs	related	related	items	costs	related
		costs	(note 6)	costs	costs	(note 5)	(note 6)	costs
	Note(s)	£m	£m	£m	£m	£m	£m	£m
Revenue	3, 4	6 61. 4	–	661 .4	6 39.4	–	–	639.4
Cost of sales	3	(33 .7)	–	(33 .7)	(30.4)	–	–	(3 0.4)
Trading profit		6 2 7. 7	–	6 2 7. 7	609 .0	–	–	609 . 0
Administrative expenses		(52 6.0)	(3 .2)	(529. 2)	(5 0 8. 8)	2. 2	(2 .6)	(5 0 9.2)
Operating profit/(loss)	3, 4	1 01.7	(3 .2)	98 .5	100. 2	2. 2	(2 .6)	9 9. 8
Finance income	3	14.9	–	14 .9	10. 5	–	–	10.5
Finance costs	3	(1 . 9)	–	(1 .9)	(2. 2)	–	–	(2. 2)
Other finance income –
pensions	3	0.6	–	0.6	0 .7	–	–	0.7
Profit/(loss)
before taxation		115. 3	(3 .2)	112 .1	10 9. 2	2.2	(2.6)	108 .8
Taxation	7	(26. 0)	0. 2	(2 5. 8)	(2 3. 4)	0. 3	0.1	(23 .0)
Profit/(loss)
for the year		89. 3	(3.0)	86. 3	8 5.8	2.5	(2.5)	8 5.8
Attributable to:
Equity holders of the Parent Company		8 7. 9	(3 .0)	84.9	8 3.8	2.5	(2. 5)	8 3.8
Non-controlling interests		1 .4	–	1.4	2.0	–	–	2.0
Profit/(loss)
for the year		89. 3	(3.0)	86. 3	8 5.8	2.5	(2.5)	8 5.8
Earnings per share
Basic	8	28 6.9p		2 7 7. 1p	275 .0p			275.2p
Diluted	8	284 .9p		275. 2p	273. 5p			273.6p

Included in the consolidated income statement are net impairment losses on financial assets amounting to £1.3m (2023: £3.9m).

149

CLARKSON PLC — 2024 ANNUAL REPORT

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER

		2024	2023
	Note(s)	£m	£m
Proﬁt for the year		86.3	85 .8
Other comprehensive loss:
Items that will not be reclassiﬁed to proﬁt or loss:
Actuarial loss on employee beneﬁt schemes – net of tax	23	(0 .9)	(1 .6)
Items that may be reclassiﬁed subsequently to proﬁt or loss:
Foreign exchange differences on retranslation of foreign operations		(12. 4)	(17 .5)
Foreign currency hedges recycled to proﬁt or loss – net of tax	25	0. 1	2.1
Foreign currency hedge revaluations – net of tax	25	(4 . 9)	5. 7
Other comprehensive loss		(18.1)	(11 .3)
Total comprehensive income for the year		68 . 2	74 . 5
Attributable to:
Equity holders of the Parent Company		67.2	72.8
Non-controlling interests		1. 0	1. 7
Total comprehensive income for the year		68 . 2	74 . 5

FINANCIAL STATEMENTS —

150

CLARKSON PLC — 2024 ANNUAL REPORT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER

		2024	2023
	Note(s)	£m	£m
Non-current assets
Property, plant and equipment	10	28 .5	28.5
Investment properties	11	1 .0	1.0
Right-of-use assets	12	32 .0	35.9
Intangible assets	13	172 .6	1 82.9
Trade and other receivables	15	1 .0	4.4
Investments	16	1 .9	1.3
Employee benefits	23	12 .4	13.8
Deferred tax assets	7	18.1	16.8
		2 6 7. 5	28 4 .6
Current assets
Inventories	17	4.3	3.3
Trade and other receivables	15	130 .5	1 4 7. 5
Income tax receivable		4.5	1.2
Investments	16	62 .2	4 0.1
Cash and cash equivalents	18	431 .3	39 8.9
		632. 8	5 91.0
Current liabilities
Trade and other payables	19	(3 26 .4)	(339.4)
Lease liabilities	20	(10.6)	(10. 4)
Income tax payable		(20 .7)	(2 0.9)
Provisions	21	(1 .0)	(0 .6)
		(35 8.7)	(371.3)
Net current assets		2 74 . 1	2 1 9.7
Non-current liabilities
Trade and other payables	19	(6 .8)	(3 .2)
Lease liabilities	20	(2 7. 5)	(32.8)
Provisions	21	(3. 6)	(1 .9)
Employee benefits	23	(0. 1)	(0.4)
Deferred tax liabilities	7	(7. 9)	(9.4)
		(45.9)	(4 7. 7 )
Net assets		495.7	4 5 6.6
Capital and reserves
Share capital	24	7. 7	7. 7
Other reserves	25	89.0	10 4.9
Retained earnings		395. 3	3 4 0.0
Equity attributable to shareholders of the Parent Company		492 .0	4 52.6
Non-controlling interests		3.7	4 .0
Total equity		495 .7	45 6.6

The financial statements on pages 149 to 195 were approved by the Board on 7 March 2025, and signed on its

behalf by:

Jeff Woyda

Chief Financial Officer & Chief Operating Officer

Registered number: 1190238

151

CLARKSON PLC — 2024 ANNUAL REPORT

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER

				Attributable to equity holders
				of the Parent Company		Non-
		Share	Other	Retained		controlling
		capital	reserves	earnings	Total	interests	Total equity
	Note(s)	£m	£m	£m	£m	£m	£m
Balance at 1 January 2024		7. 7	10 4.9	3 40.0	452 .6	4 .0	456.6
Profit for the year		–	–	84 .9	84.9	1 .4	86. 3
Other comprehensive loss		–	(16 .8)	(0. 9)	(1 7. 7)	(0.4)	(1 8. 1)
Total comprehensive (loss)/income
for the year		–	(16 .8)	8 4.0	6 7. 2	1 .0	68. 2
Transactions with owners:
Share issues	24, 25	–	1.2	–	1.2	–	1.2
Employee share schemes	25	–	(0. 3)	(0. 3)	(0.6)	–	(0. 6)
Tax on other employee benefits	7	–	–	3.1	3.1	–	3.1
Dividend paid	9	–	–	(31 .5)	(31. 5)	(1 . 5)	(3 3.0)
Other movements		–	–	–	–	0. 2	0. 2
Total transactions with owners		–	0.9	(2 8.7)	(2 7. 8)	(1 .3)	(2 9.1)
Balance at 31 December 2024		7. 7	8 9.0	395. 3	492.0	3 .7	4 95.7

				Attributable to equity holders
				of the Parent Company		Non-
		Share	Other	Retained		controlling
		capital	reserves	earnings	Total	interests	Total equity
	Note(s)	£m	£m	£m	£m	£m	£m
Balance at 1 January 2023		7. 7	1 14. 8	2 8 7. 2	4 0 9 .7	3.5	41 3. 2
Profit for the year		–	–	83.8	8 3.8	2.0	85. 8
Other comprehensive loss		–	(9. 4)	(1.6)	(1 1 .0)	(0 .3)	(11 .3)
Total comprehensive (loss)/income
for the year		–	(9.4)	82. 2	72.8	1 .7	74 . 5
Transactions with owners:
Share issues	24, 25	–	1.9	–	1.9	–	1.9
Employee share schemes	25	–	(2.4)	(1. 1)	(3. 5)	–	(3.5)
Tax on other employee benefits	7	–	–	(0. 2)	(0. 2)	–	(0. 2)
Tax on other items in equity	7	–	–	0.1	0.1	–	0.1
Dividend paid	9	–	–	(2 8 .3)	(28 .3)	(1 .1)	(2 9.4)
Other movements		–	–	0.1	0.1	(0.1)	–
Total transactions with owners		–	(0 .5)	(2 9.4)	(2 9.9)	(1 .2)	(31 .1)
Balance at 31 December 2023		7. 7	10 4.9	3 4 0.0	4 52.6	4 .0	45 6.6

FINANCIAL STATEMENTS —

152

CLARKSON PLC — 2024 ANNUAL REPORT

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER

		2024	2023
	Note(s)	£m	£m
Cash flows from operating activities
Profit before taxation		112. 1	10 8.8
Adjustments for:
Foreign exchange differences	3	(5 .7)	6.8
Depreciation	3, 10, 11, 12	1 5.0	14 .7
Share-based payment expense	22	2 .5	1.9
Gain on sale of property, plant and equipment		(0. 2)	(3.6)
Gain on sale of investments		(0. 4)	–
Amortisation of intangibles	3, 13	5. 2	4.8
Difference between pension contributions paid and amount recognised
intheincome statement		0.4	0.6
Finance income	3	(14 .9)	(1 0.5)
Finance costs	3	1 .9	2. 2
Other finance income – pensions	3	(0. 6)	(0 .7)
Increase in inventories	17	(0. 8)	(0. 9)
Decrease in trade and other receivables		14.9	2.0
Increase in bonus accrual		32. 4	5 8 .7
Decrease in trade and other payables		(22 . 2)	( 7. 2)
Increase in provisions		2.3	0.1
Cash generated from operations		141.9	1 7 7. 7
Income tax paid		(2 7. 2)	(2 2 .4)
Net cash flow from operating activities		114 .7	1 55.3
Cash flows from investing activities
Interest received		14.8	10. 3
Purchase of property, plant and equipment	10	(5 .7)	(8.0)
Purchase of intangible assets	13	(1 .6)	(2. 8)
Purchase of investments		(0. 9)	(0. 3)
Proceeds from sale of investments		0.7	0.3
Proceeds from sale of property, plant and equipment		0.4	3. 9
Transfer to current investments (cash on deposit and government bonds)	16	(22 .1)	(3 6.8)
Acquisition of subsidiaries, net of cash acquired	13	(2 .5)	(5. 3)
Dividends received from investments	3	0.1	0.1
Net cash flow from investing activities		(16.8)	(3 8.6)
Cash flows from financing activities
Interest paid and other charges		(1 .8)	(2. 0)
Dividend paid	9	(31 . 5)	(2 8 .3)
Dividend paid to non-controlling interests		(1 .5)	(1. 1)
Repayment of borrowings		–	(0. 5)
Principal elements of lease payments		(10. 9)	(10. 5)
Proceeds from shares issued		1.2	1.9
Contributions from non-controlling interests		0.2	–
ESOP shares acquired		(2 6. 4)	(4 9 . 5)
Net cash flow from financing activities		(70.7)	(9 0.0)
Net increase in cash and cash equivalents		2 7. 2	2 6 .7
Cash and cash equivalents at 1 January		398.9	38 4.4
Net foreign exchange differences		5. 2	(1 2.2)
Cash and cash equivalents at 31 December	18	431 .3	398 .9

153

CLARKSON PLC — 2024 ANNUAL REPORT

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER

1 Corporate information

The Group and Parent Company financial statements of Clarkson PLC for the year ended 31 December 2024 were

authorised for issue in accordance with a resolution of the Directors on 7 March 2025. Clarkson PLC is a Public

Limited Company, listed on the London Stock Exchange, incorporated in the UK, registered in England and Wales

and domiciled in the UK.

The term ‘Parent Company’ refers to Clarkson PLC and ‘Group’ refers to the Company, its consolidated subsidiaries

and the relevant assets and liabilities of the share purchase trusts.

Copies of the Annual Report will be circulated to all shareholders and will also be available from the registered office

of the Company at Commodity Quay, St Katharine Docks, London E1W 1BF.

2 Statement of accounting policies

2.1 Basis of preparation

The accounting policies which follow set out those policies which have been applied in preparing the financial

statements for the year ended 31 December 2024. Additional accounting policies for the Parent Company are set out

in note A to the Parent Company financial statements.

The financial statements are presented in pounds sterling and all values are rounded to the nearest one hundred

thousand pounds sterling (£0.1m) except when otherwise indicated.

The consolidated income statement is shown in columnar format to assist with understanding the Group’s results by

presenting profit for the year before exceptional items and acquisition-related costs; this is referred to as ‘underlying

profit’. Items which are non-recurring in nature and considered to be material in size are shown as ‘exceptional

items’. The column ‘acquisition-related costs’ includes the amortisation of acquired intangible assets, the costs

of acquiring new businesses and the expensing of the cash and share-based elements of consideration linked to

ongoing employment obligations on acquisitions. These notes form an integral part of the financial statements on

pages 149 to 195.

Except where noted, the accounting policies set out in this note have been applied consistently to all periods

presented in these consolidated financial statements.

Statement of compliance

The consolidated financial statements of the Clarkson PLC Group have been prepared in accordance with

UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006

as applicable to companies reporting under those standards and the Disclosure Guidance and Transparency Rules

Sourcebook of the United Kingdom’s Financial Conduct Authority.

Going concern

The consolidated financial statements have been prepared on a going concern basis, under the historical cost

convention, as modified by financial assets and financial liabilities (including derivative instruments) at fair value

through profit or loss and fair value through other comprehensive income.

The Group has considerable financial resources available to it, a strong balance sheet and has consistently generated

a profit and good cash inflows. As a result of this, the Directors believe that the Group is well placed to manage its

business risks successfully.

Management has stress tested a range of scenarios, using the Board-approved budget and monthly cash flows to

31 December 2027, modelling different assumptions with respect to the Group’s cash resources. Three different

scenarios were considered:

— Management modelled the impact of a reduction in profitability to £30m (a level of profit the Group has exceeded

in every year since 2013), whilst taking no mitigating actions.

— Management assessed the impact of a significant reduction in world seaborne trade similar to that experienced

in the global financial crisis in 2008, the pandemic in 2020 and the Ukraine conflict in 2022: seaborne trade

recovered in 2009, 2021 and 2023. Since 1990, no two consecutive years have seen reductions in world seaborne

trade.

— Management undertook a reverse stress test over a period of three years to determine what it might take for the

Group to encounter financial difficulties. This test was based on current levels of overheads, the net cash and

available funds* position at 31 December 2024, the collection of debts and the invoicing and collection of the

forward order book.

FINANCIAL STATEMENTS —

154

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

* Classed as an APM. See pages 215 and 216 for further information.

Under the first two scenarios, the Group is able to generate profits and cash, and has positive net cash and available

funds* available to it. In the third scenario, current net cash and available funds*, together with the collection of debts

and the forward order book, would leave sufficient cash resources to cover at least the next 12 months without any

new business.

Accordingly, the Directors have a reasonable expectation that the Group has sufficient resources to continue

in operation for at least the next 12 months. For this reason, they continue to adopt the going concern basis in

preparing the financial statements.

Basis of consolidation

The Group’s consolidated financial statements incorporate the results and net assets of Clarkson PLC, its subsidiary

undertakings and the relevant assets and liabilities of the share purchase trusts made up to 31 December each year.

Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed

to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns

through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to

the Group. They are unconsolidated from the date that control ceases.

See note U to the Parent Company financial statements for full details on subsidiaries.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies

used into line with those used by the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation. However, for the

purposes of segmental reporting, internal recharges are included within the appropriate segments.

2.2 Changes in accounting policy and disclosures

New and amended standards adopted by the Group

The Group has applied the following amendments for the first time for the annual reporting period commencing

1 January 2024:

— Classification of Liabilities as Current or Non-Current and Non-current liabilities with covenants – Amendments to

IAS 1;

— Lease Liability in Sale and Leaseback – Amendments to IFRS 16; and

— Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7

The amendments listed above did not have any impact on the amounts recognised in prior periods and are not

expected to significantly affect the current or future periods.

New standards, amendments and interpretations issued but not yet effective for the financial year beginning

1 January 2024 and not early adopted

Certain new accounting standards, amendments to accounting standards, and interpretations have been published

that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the Group.

These standards, amendments or interpretations are not expected to have a material impact on the entity in the

current or future reporting periods and on foreseeable future transactions, however, the way information is presented

in the primary statements may change with the adoption of IFRS 18.

2.3 Critical accounting judgements and estimates

The following are the critical accounting judgements and estimations that the Directors have made in the process of

applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the

consolidated financial statements.

155

CLARKSON PLC — 2024 ANNUAL REPORT

2 Statement of accounting policies continued

2.3 Critical accounting judgements and estimates continued

Judgements

Revenue recognition

IFRS 15 ‘Revenue from Contracts with Customers’ requires the Group to assess its revenue streams, including

whether the recognition of revenue should be at a ‘point in time’ or ‘over time’. Where revenue is at a point in

time, a judgement is also required to determine at which point this is. The Group has defined and determined its

performance obligation, which continues to be the successful satisfaction of the negotiated contract between

counterparties and therefore recognises revenue at this point in time. This is a critical judgement, since if the

performance obligation was deemed to be satisfied at an earlier point or over time, the revenue recognition

would differ.

In addition, for certain clients, the Group considers that there is uncertainty at the time of invoicing as to whether the

clients are capable of settling their invoices when due. The Group continues to trade with such clients, as they are

deemed to be key market participants or preferred counterparties for certain transactions. At the point of revenue

recognition, these amounts are invoiced but provisions are made which directly offset against revenue, on the basis

consideration is not certain. See note 2.19 for further details.

Alternative performance measures

The Group excludes adjusting items (exceptional items and acquisition-related costs) from its underlying earnings

measure. The Directors believe that alternative performance measures can provide users of the financial statements

with a better understanding of the Group’s underlying financial performance, if used properly. If improperly used

and presented, these measures could mislead the users of the financial statements by obscuring the real profitability

and financial position of the Group. Directors’ judgement is required as to what items qualify for this classification.

Further details are included on pages 215 and 216.

Recognition of software assets

A judgement is made regarding the decision to capitalise expenditure on the balance sheet relating to the

development of software assets across the Group in accordance with IAS 38 ‘Intangible Assets’. This includes

considering if the future economic benefit from the asset can be readily identified and estimated and will flow to

the relevant entity in the Group. Once capitalised, a further judgement is made to determine the point at which

the software becomes fully operational and thus when the asset will begin to be amortised through the income

statement over its useful economic life.

IFRS 16 ‘Leases’

Key judgements made in calculating the initial measurement include determining the lease term where extension or

termination options exist. In such instances, all facts and circumstances that may create an economic incentive to

exercise an extension option, or not exercise a termination option, have been considered to determine the lease term.

Extension periods (or periods after termination options) are only included in the lease term if the lease is reasonably

certain to be extended (or not terminated), such as for options with renewal dates in the next 12 months.

A judgement is made at the commencement of a lease as to whether elements of the contract are lease components

or non-lease components. If an element does not convey the right to control the use of an identified asset for a

period of time in exchange for consideration then this is treated as a non-lease component. The most significant

non-lease component attributable to the Group is service charges.

Estimation uncertainty

The assumptions and estimates at the end of the current reporting period that have a significant risk of resulting in a

material adjustment to the carrying amounts of assets and liabilities within the next financial year are set out on the

next page.

FINANCIAL STATEMENTS —

156

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

Impairment of trade receivables

Trade receivables are amounts due from clients in the ordinary course of business. Trade receivables are classified

as current assets if collection is due within one year or less (or in the normal operating cycle of the business, if

longer). If not, they are presented as non-current assets. The provision for impairment of receivables represents

management’s best estimate of expected credit losses to arise on trade receivables at the balance sheet date.

Determining the amount of the provision includes analysis of specific clients’ creditworthiness which may be

impaired as indicated by the age of the invoice, the existence of any disputes, recent historical payment patterns

and any known information regarding the client’s financial position. In a limited number of circumstances, where

doubt exists as to the ability to collect payment, a provision is made at the time of invoicing (see Judgements:

Revenue recognition on page 156). For clients where a specific provision is not recognised, management is required

to estimate expected credit losses in accordance with IFRS 9 ‘Financial Instruments’. This estimate takes into account

the Group’s history of bad debt write-offs and extended unpaid invoices for each of its segments and also views

on market conditions both for certain business lines and territories. Determining the amount of a provision for

impairment is inherently challenging and in a given year there is a risk this estimate may materially change in the

following year, either due to successful, unforeseen collections or sudden deterioration or failures of clients. This is

therefore deemed to be a critical accounting estimate. See note 15 for further details.

Impairment testing of goodwill

The Group tests goodwill for impairment on an annual basis. For the 2024 and 2023 reporting periods, the

recoverable amount of the cash-generating units to which assets on the balance sheet have been allocated was

determined based on value-in-use calculations which requires estimation of future cash flows expected to arise

for the cash-generating unit, the selection of suitable discount rates and the estimation of future growth rates. As

determining such assumptions is inherently uncertain and subject to future factors, there is the potential that these

may differ in subsequent periods. See note 14 for further details.

Employee benefits

The determination of the Group’s defined benefit obligation depends on certain assumptions, such as the selection

of the discount rate, inflation rates and mortality rates. These assumptions are considered to be a key source of

estimation uncertainty as relatively small changes in the assumptions used may have a significant effect on the

Group’s financial statements within the next year. See note 23 for further details.

2.4 Property, plant and equipment

Land held for use in the production or supply of goods or services, or for administrative purposes, is stated on the

balance sheet at its historical cost.

Freehold and long leasehold properties, leasehold improvements, office furniture and equipment and motor vehicles

are recorded at cost less accumulated depreciation and any recognised impairment loss. Cost includes the original

purchase price of the asset.

Land is not depreciated. Depreciation on other assets is charged on a straight-line basis over the estimated useful life

(after allowing for estimated residual value, if material) of the asset, and is charged from the time an asset becomes

available for its intended use. Estimated useful lives are as follows:

Freehold and long leasehold properties	10 to 60 years
Leasehold improvements	Over the period of the lease
Office furniture and equipment	2 to 10 years
Motor vehicles	4 to 5 years

Estimates of useful lives and residual scrap values are assessed annually.

At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment to

determine whether there is any indication that those assets have suffered an impairment loss.

2.5 Investment properties

Land and buildings held for long-term investment and to earn rental income are classified as investment properties.

Investment properties are stated at cost less accumulated depreciation and any recognised impairment loss.

Depreciation is charged on a straight-line basis over the estimated useful life of the asset, and is charged from the

time an asset becomes available for its intended use. The estimated useful life of investment properties is 60 years.

In addition to historical cost accounting, the Directors have also presented, through additional narrative, the fair value

of the investment properties in note 11.

157

CLARKSON PLC — 2024 ANNUAL REPORT

2 Statement of accounting policies continued

2.6 Business combinations and goodwill

Business combinations are accounted for using the acquisition method.

Goodwill is initially measured at cost being the excess of the cost of the business combination over the Group’s share

in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities.

All transaction costs are expensed in the income statement as incurred.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date.

Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability are

recognised in the income statement. Contingent consideration that is classified as equity is not re-measured, and its

subsequent settlement is accounted for within equity.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of

impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of

the Group’s cash-generating units identified according to operating segment.

2.7 Intangible assets

Separately acquired intangible assets are measured on initial recognition at cost. The cost of intangible assets

acquired in a business combination is the fair value as at the date of acquisition.

Costs incurred on development projects, relating to the introduction or design of new systems or improvement of

the existing systems, are only capitalised as intangible assets if capitalisation criteria under IAS 38 ‘Intangible Assets’

are met; that is, where the related expenditure is separately identifiable, the costs are measurable and management

is satisfied as to the ultimate technical and commercial viability of the project such that it will generate future

economic benefits based on all relevant available information. Capitalised development costs are amortised from the

date the system is fully operational over their expected useful lives (not exceeding five years). Other costs linked to

development projects that do not meet the above criteria such as data population, research expenditure and staff

training costs are recognised within administrative expenses as incurred.

Costs incurred in the provision and implementation of Software as a Service (‘SaaS’) agreements, including

subscriptions, software configuration and customisation, data migration, testing and training are expensed in the

income statement as incurred. To the extent that a SaaS agreement has a separately identifiable intangible asset that

is material, the costs are capitalised until the software application use commences and then amortised over their

expected useful life (not exceeding five years).

Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any

accumulated impairment losses.

Intangible assets with finite lives are amortised over the useful life and assessed for impairment whenever there is

an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for

an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected

useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted

for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting

estimates. The amortisation expense on intangible assets with finite lives is recognised in the income statement

within administrative expenses.

Intangible assets are amortised as follows:

Trade name and non-contractual commercial relationships	Up to 15 years
Forward order book on acquisition	Up to 5 years
Development costs	Up to 5 years

FINANCIAL STATEMENTS —

158

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

2.8 Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any

such indication exists, or when annual impairment testing for an asset is required, the Group estimates the

asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its

value-in-use and is determined for an individual asset, unless the asset does not generate cash inflows that are

largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds

its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing

value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that

reflects current market assessments of the time value of money and the risks specific to the asset. In determining

fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation

multiples, or other available fair value indicators.

Impairment losses of continuing operations are recognised in the income statement in those expense categories

consistent with the function of the impaired asset.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication

that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists,

the Group makes an estimate of the recoverable amount. A previously recognised impairment loss is reversed only if

there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment

loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That

increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no

impairment loss been recognised for the asset in prior years.

Goodwill

The Group assesses whether there are any indicators that goodwill is impaired at each reporting date. Goodwill is

tested for impairment annually.

Any impairment of goodwill is determined by assessing the recoverable amount of the cash-generating units to

which the goodwill relates. Where the recoverable amount of the cash-generating units is less than their carrying

amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future

periods. The Group performs its annual impairment test of goodwill as at 31 December .

2.9 Investments and other financial assets

Classification

Financial assets within the scope of IFRS 9 ‘Financial Instruments’ are classified as financial assets at fair value

through profit or loss (‘FVPL’), financial assets at fair value through other comprehensive income (‘FVOCI’) and

financial assets at amortised cost.

The Group determines the classification of its financial assets on initial recognition, taking into account the purpose

for which the financial assets were acquired.

Financial assets at fair value through profit or loss (‘FVPL’)

These assets are measured at fair value. Net gains and losses are recognised in profit or loss in finance income or

finance costs. Any interest or dividend income are recognised in profit or loss in finance income or finance costs.

Financial assets at fair value through other comprehensive income (‘FVOCI’)

These assets are measured at fair value. Dividends are recognised when the entity’s right to receive payment is

established, it is probable the economic benefits will flow to the entity, and the amount can be measured reliably.

Dividends are recognised in the income statement unless they clearly represent recovery of a part of the cost of

the investment. Changes in fair value are recognised in other comprehensive income and are never recycled to the

income statement, even if the asset is sold or impaired.

Recognition and measurement

Fair value

The fair value of investments in equity instruments that are actively traded in organised financial markets is

determined by reference to quoted market bid prices at the close of business on the balance sheet date. For

investments where there is no active market, fair value is determined using valuation techniques. Such valuation

techniques include using recent arm’s-length market transactions, reference to the current market value of another

instrument which is substantially the same, discounted cash flow analysis, or other valuation models.

159

CLARKSON PLC — 2024 ANNUAL REPORT

2 Statement of accounting policies continued

2.9 Investments and other financial assets continued

Amortised cost

Loans and receivables are measured at amortised cost. This is computed using the effective interest method less any

allowance for impairment. The calculation takes into account any premium or discount on acquisition and includes

transaction costs and fees that are an integral part of the effective interest rate.

Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using

the effective interest method less provision for impairment.

2.10 Impairment of financial assets

The Group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.

Assets carried at amortised cost

Impairment losses for trade receivables are recognised within revenue to the extent there is uncertainty at the time

of invoicing as to whether the clients are capable of settling their invoices when due. A provision for impairment is

determined with reference to specific analysis of increased credit loss risk for clients and lifetime expected credit

losses applied to all other trade receivables (the simplified approach). The carrying amount of the receivable

is reduced through use of an allowance account. Impaired debts are derecognised when they are assessed as

uncollectible.

2.11 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out

(‘FIFO’) method and excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary

course of business, less applicable variable selling expenses.

2.12 Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of between one day

and three months.

2.13 Derivative financial instruments and hedge accounting

The Group uses various derivative financial instruments to reduce exposure to foreign exchange movements.

These can include foreign currency contracts and currency options. All derivative financial instruments are initially

recognised on the balance sheet at their fair value adjusted for transaction costs.

The fair values of financial instrument derivatives are determined by reference to quoted prices in an active market.

The method of recognising the movements in the fair value of the derivative depends on whether the instrument has

been designated as a hedging instrument (determined with reference to IFRS 9 ‘Financial Instruments’) and, if so,

the cash flow being hedged. To qualify for hedge accounting, the terms of the hedge must be clearly documented

at inception and there must be an expectation that the derivative will be highly effective in offsetting changes in the

cash flow of the hedged risk. Hedge effectiveness is tested throughout the life of the hedge and if at any point it is

concluded that the relationship can no longer be expected to remain highly effective in achieving its objective, the

hedge relationship is terminated. The Group designates the hedged risk as movements in the spot rate, with changes

in the forward rate recognised in other comprehensive income.

Gains and losses on financial instrument derivatives which qualify for hedge accounting are recognised according to

the nature of the hedge relationship and the item being hedged.

Cash flow hedges: derivative financial instruments are classified as cash flow hedges when they hedge the Group’s

exposure to changes in cash flows attributable to a particular asset or liability or a highly probable forecast

transaction. Gains or losses on designated cash flow hedges are recognised directly in equity in other comprehensive

income, to the extent that they are determined to be effective. Any remaining portion of the gain or loss is

recognised immediately in the income statement. On recognition of the hedged asset or liability, any gains or losses

that had previously been recognised directly in equity are included in the initial measurement of the fair value of

the asset or liability. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for

hedge accounting, any cumulative gain or loss in equity remains there and is recognised in the income statement

when the forecast transaction is ultimately recognised. When a forecast transaction is no longer expected to occur,

the cumulative gain or loss that was reported in equity is immediately transferred to the income statement and

reported in revenue.

Where financial instrument derivatives do not qualify for hedge accounting, changes in the fair market value are

recognised immediately in the income statement.

FINANCIAL STATEMENTS —

160

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

2.14 Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course

of business. These are classified as current liabilities if payment is due within one year or less (or in the normal

operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the

effective interest method.

2.15 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,

it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and

a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision

to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but

only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income

statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted

using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is

used, the increase in the provision due to the passage of time is recognised as a finance cost.

2.16 Employee benefits

The Group operates various post-employment schemes, including both defined contribution and defined benefit

pension plans.

Defined contribution plans

For defined contribution plans, the Group pays contributions to publicly or privately administered pension

arrangements on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once

the contributions have been paid. The contributions are recognised as an employee benefit expense when they are

due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future

payments is available.

Defined benefit plans

Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement,

usually dependent on one or more factors such as age, years of service and compensation.

The asset/liability recognised in the balance sheet in respect of defined benefit pension plans is the difference

between the present value of the defined benefit obligation at the end of the reporting period and the fair value of

plan assets. Where the Group does not have an unconditional right to a scheme’s surplus, this asset is not recognised

in the balance sheet. The defined benefit obligation is calculated annually by independent actuaries using the

projected unit credit method. The present value of the defined benefit obligation is determined by discounting the

estimated future cash outflows using interest rates of high-quality corporate bonds that have terms to maturity

approximating to the terms of the related pension obligation.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or

credited to equity in other comprehensive income in the period in which they arise.

Past service costs are recognised immediately in administrative expenses.

The net benefit income/expense is calculated by applying the discount rate to the net balance of the defined benefit

obligation and the fair value of plan assets. This income/expense is included in other finance income – pensions in the

income statement.

161

CLARKSON PLC — 2024 ANNUAL REPORT

2 Statement of accounting policies continued

2.17 Share-based payment transactions

Employees (including senior executives) of the Group receive remuneration in the form of share-based payment

transactions, whereby consideration is received in the form of equity instruments for services rendered

(equity-settled transactions).

The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on

which they are granted. The fair value of these awards was valued using either a Monte Carlo valuation model or a

Black-Scholes model, depending on the type of award being valued. See note 22 for further details.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over

the period in which the performance and/or service conditions are fulfilled, ending on the date on which the

relevant employees become fully entitled to the award (the vesting date). The cumulative expense recognised

for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the

vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately

vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognised at

the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon

a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied,

provided that all other performance and/or service conditions are satisfied.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per

share. See note 8 for further details.

The social security contributions payable in connection with the share options are considered an integral part of the

grant itself, and the charge will be treated as a cash-settled transaction.

2.18 Share capital

Ordinary shares are recognised in equity as share capital at their nominal value. The difference between

consideration received and the nominal value is recognised in the share premium account, except when applying the

merger relief provision of the Companies Act 2006.

Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of

tax, from the proceeds.

Company shares held in trust in connection with the Group’s employee share schemes are deducted from

consolidated shareholders’ equity. Purchases, sales and transfers of the Company’s shares are disclosed as changes

in consolidated shareholders’ equity. The assets and liabilities of the trusts are consolidated in full into the Group’s

consolidated financial statements.

2.19 Revenue recognition

Revenue is recognised in accordance with the satisfaction of performance obligations of contracts.

Broking

Shipbroking and offshore revenue consists of commission receivable and is predominantly recognised at a point

in time. The point in time is deemed to be when the underlying parties to the transaction have completed their

respective obligations and successfully fulfilled the contract between them as brokered and overseen by Clarksons.

The transaction price is fixed and determined with reference to the contracted commission rate for the broker.

Broking revenue contracts vary, with certain contracts having a single performance obligation and others, such as

newbuilds, containing multiple performance obligations. In the case of single performance obligation contracts, the

transaction is allocated wholly against that performance obligation. In the case of multiple performance obligation

contracts, the transaction price is allocated with reference to the agreed stages of completion in the underlying

contract. The price for such stages is agreed between the underlying counterparties and Clarksons’ commission is

derived as a percentage of this. The stage of completion is deemed a reasonable proxy for the allocation of the total

consideration transaction price to performance obligations in the contract.

Time charter commission revenue is recognised over time in line with the period of time for which the vessel is being

chartered, which is deemed to be the most faithful representation of the service provided over the period of the

contract. The transaction price is apportioned evenly over the life of the charter per the contract.

Futures broking commissions are recognised when the services have been performed.

FINANCIAL STATEMENTS —

162

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

Financial

Revenue consists of commissions and fees receivable from financial services activities. Fees from investment banking

activities, syndication and other financial solutions are recognised at a point in time, on a success basis, when certain

criteria in applicable agreements have been met. Financial revenue usually involves a single performance obligation

(being successful execution of the relevant financial services activity). The transaction price is allocated wholly to

the point in time when this performance obligation is satisfied. The transaction price usually is determined as a fixed

percentage of the underlying financial services transaction.

Support

Agency income is recognised at a point in time when vessels arrive in port. The transaction price is clearly defined in

the contract as the fee for providing the service and an agreed charge is made for disbursements, if applicable.

Revenue from the sale of goods and services is recognised on the delivery of goods or the provision of services to

the client. The transaction price is clearly defined in the sales order for each product ordered.

Port services income is recognised on the vessel load or discharge completion date and stores rent on an over

time basis. The transaction price is clearly defined in the contract as the fee per tonne of product loaded, stored or

discharged.

Freight forwarding income is recognised on the date of dispatch of goods or services. The transaction price is clearly

defined as per the quote provided to the client for the storage or transportation of goods.

The transaction price is allocated wholly to the performance obligation.

Research

Revenue comprises both fees for one-off projects, which are recognised as and when services are performed,

and sales of shipping publications and other information, which are recognised when the research products are

delivered. Subscriptions to periodicals and other information are recognised over time, which is determined with

reference to the subscription period and therefore the most faithful representation of how the client consumes the

benefit. The transaction price is agreed in the contract and is on a per product basis and either recognised wholly at

a point in time, or in the case of subscriptions, it is spread evenly over the subscription period. The transaction price

is allocated wholly to the performance obligation.

Contract assets/liabilities

Except for Research, which is generally invoiced in advance, invoicing typically aligns with the timing that

performance obligations are satisfied. Payment terms are set out in note 15.

At the year-end, there may be amounts where invoices have not been raised but performance obligations are

deemed satisfied. These are recognised as contract assets and mainly arise in Broking and Financial. In Research,

amounts invoiced ahead of performance obligations being satisfied are included as contract liabilities.

2.20 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating

decision maker. The Group considers the executive members of the Company’s Board to be the chief operating

decision maker.

Transactions between operating segments are at arm’s length.

163

CLARKSON PLC — 2024 ANNUAL REPORT

2 Statement of accounting policies continued

2.21 Foreign currencies

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the date

of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign

currencies are retranslated at the rates prevailing on the balance sheet date. Gains and losses arising on retranslation

are included in the income statement.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the

exchange rates as at the date of the initial transactions. Non-monetary items measured at fair value in a foreign

currency are translated using the exchange rates as at the date when the fair value was determined.

On consolidation, the assets and liabilities of the Group’s overseas operations are translated into pounds sterling

at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average

exchange rates for the period as an approximation of rates prevailing at the date of the transaction. Exchange

differences arising, if any, are recognised in the consolidated statement of comprehensive income and transferred

to the Group’s currency translation reserve. Such translation differences are recognised as income or expense in the

period in which an operation is disposed. Cumulative translation differences were set to zero at the date of transition

to IFRS.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and

liabilities of the foreign operation and translated at the closing rate.

2.22 Taxation

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to

be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are

those that are enacted or substantively enacted by the balance sheet date.

Current income tax is recognised in the income statement, except on items relating to equity, in which case the

related current income tax is recognised directly in equity.

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the balance sheet date

between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences, except:

— where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a

transaction that is not a business combination and, at the time of the transaction, affects neither the accounting

profit nor taxable profit or loss; and

— in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the

reversal of the temporary differences can be controlled and it is probable that the temporary differences will not

reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax

credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the

deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised,

except:

— where the deferred income tax asset relating to the deductible temporary difference arises from the initial

recognition of an asset or liability in a transaction that is not a business combination and, at the time of the

transaction, affects neither the accounting profit nor taxable profit or loss; and

— in respect of deductible temporary differences associated with investments in subsidiaries, deferred income

tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the

foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent

that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income

tax asset to be utilised. In calculating future taxable profits, the forecasts considered were consistent with those used

for the purposes of the Group’s annual goodwill impairment testing and relevant future taxable profits were generally

forecast for a minimum time frame of five years. Unrecognised deferred income tax assets are reassessed at each

balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow

the deferred tax asset to be recovered.

FINANCIAL STATEMENTS —

164

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year

when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or

substantively enacted at the balance sheet date.

Deferred income tax relating to items recognised directly in equity is recognised in equity and not in profit or loss.

Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set

off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable

entity and the same taxation authority, where there is an intention to settle the balances on a net basis.

2.23 Leases

The Group as lessee

The Group assesses whether a contract is, or contains, a lease, at inception of the contract. The Group recognises a

right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee,

except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets.

For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the

term of the lease.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement

date, discounted by using the lessee’s incremental borrowing rate, if the rate implicit in the lease cannot be readily

determined. The incremental borrowing rate is based on the rate payable for loans of a similar term and asset value, or

from a series of inputs including government bond yields and adjustments to take into account entity-specific risk profiles.

Lease payments included in the measurement of the lease liability comprise fixed lease payments (including

in-substance fixed payments) less any lease incentives receivable; variable lease payments that depend on an

index or rate; amounts expected to be payable by the lessee under residual value guarantees; the exercise price

of purchase options, if the lessee is reasonably certain to exercise the options; and payments of penalties for

terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability

(using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset)

if one of the following occurs:

— The lease term has changed or there is a significant event or change in circumstances resulting in a change in the

assessment of the exercise of a purchase option, in which case the lease liability is remeasured by discounting the

revised lease payments using a revised discount rate.

— The lease payments change due to changes in an index or rate or a change in expected payment under a

guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease

payments using an unchanged discount rate.

— A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case

the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease

payments using a revised discount rate at the effective date of the modification.

Non-lease components are charged to the income statement in line with the services being provided.

The right-of-use assets comprise the initial measurement of the corresponding lease liability less any lease incentives

received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation.

Whenever the Group incurs an obligation for costs to restore the site on which it is located or to restore the

underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and

measured under IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ with a corresponding entry within

the related right-of-use asset.

Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying

asset and starts at the commencement date of the lease. See note 2.8 for the policy on impairment.

The Group as lessor

The Group enters into lease agreements as a lessor with respect to some of its properties. Leases for which the

Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially

all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are

classified as operating leases.

All of the Group’s leases are classified as operating leases with rental income from these leases recognised on

a straight-line basis over the term of the relevant lease.

165

CLARKSON PLC — 2024 ANNUAL REPORT

3 Revenue and expenses

	2024	2023
	£m	£m
Revenue
Revenue from contracts with customers	661.2	639.0
Revenue from other sources: rental income	0.2	0.4
	661.4	639.4

Revenue is disaggregated further in note 4, which is the level at which it is analysed within the business. Further

information on the timing of transfer of goods and services for revenue streams is included in note 2. Included in

revenue is £10.7m (2023: £9.3m) that was included in the contract liability balance at the beginning of the year.

The forward order book comprises contracts where the Group’s performance obligations are not yet satisfied and

accordingly, no revenue or asset is recognised.

	2024	2023
	£m	£m
Cost of sales
Agency services	10.8	9.1
Inventories	21.3	19.6
Other	1.6	1.7
	33.7	30.4

	2024	2023
	£m	£m
Finance income
Bank interest income	14.3	9.6
Dividend income	0.1	0.1
Other finance income	0.5	0.8
	14.9	10.5

	2024	2023
	£m	£m
Finance costs
Interest expenses on lease liabilities	1.5	1.7
Other finance costs	0.4	0.5
	1.9	2.2

	2024	2023
	£m	£m
Other finance income – pensions
Net benefit income	0.6	0.7

FINANCIAL STATEMENTS —

166

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

Operating profit

Operating profit from continuing operations is stated after charging/(crediting):

	2024	2023
	£m	£m
Depreciation	15.0	14.7
Amortisation of intangible assets	5.2	4.8
Net foreign exchange (gains)/losses	(5.7)	6.8
Research and development	11.5	16.2
Short-term lease expense	0.3	0.3

	2024	2023
	£000	£000
Auditors’ remuneration
Fees payable to the Company’s Auditors for the audit of the Company’s and Group’s
financial statements	438	490
Fees payable to the Company’s Auditors and their associates for other services:
The auditing of financial statements of subsidiaries of the Company	480	478
Audit-related assurance services	121	94
	1,039	1,062

Audit-related assurance services consists of £48,000 (2023: £48,000) in relation to the half year review and £73,000

(2023: £46,000) of other audit-related services in relation to required regulatory reporting.

	2024	2023
	£m	£m
Employee compensation and benefits expense
Wages and salaries	380.7	370.2
Social security costs	36.8	34.2
Share-based payment expense	2.5	1.9
Pension costs – defined contribution plans	11.3	10.0
	431.3	416.3

The numbers above include remuneration and pension entitlements for each Director. Details are included in the

Directors’ Remuneration Report in the Directors’ emoluments and compensation table on page 123. The Clarkson

PLC Directors are considered to be the only key management personnel.

The average monthly number of persons employed by the Group during the year, including Executive Directors,

is analysed below:

	2024	2023
	Number of	Number of
	employees	employees
Broking	1,402	1,337
Financial	119	115
Support	432	361
Research	150	133
	2 ,103	1,946

167

CLARKSON PLC — 2024 ANNUAL REPORT

4 Segmental information

The Group considers the executive members of the Company’s Board to be the chief operating decision maker.

The Board receives segmental operating and financial information on a regular basis. The segments are determined

by the class of business the Company provides and are Broking, Financial, Support and Research. This is consistent

with the way the Group manages itself and with the format of the Group’s internal financial reporting.

Clarksons’ Broking division represents services provided to shipowners and charterers relating to the transportation

by sea of a wide range of cargoes. It also represents sale and purchase services provided to buyers and sellers/yards

of maritime assets. Also included is a futures broking operation which arranges principal-to-principal cash-settled

contracts for differences based upon standardised freight contracts.

The Financial division represents full-service investment banking, specialising in the maritime, oil services and natural

resources sectors. Clarksons also provides structured asset finance services and structured projects in the shipping,

offshore and real estate sectors.

Support includes port and agency services representing ship agency services provided throughout the UK and Egypt.

Research services encompass the provision of shipping-related information and publications.

All areas of the business work closely together to provide the best possible service to our clients. Internal recharges

are included within the appropriate segments. Segment revenue represents revenue from external clients.

The Group is not reliant on any major client that contributes more than 10% of Group revenue.

Business segments

		Revenue		Results
	2024	2023	2024	2023
	£m	£m	£m	£m
Broking	529.3	516.8	122.6	121.2
Financial	42.6	44.1	5.2	6.6
Support	65.0	56.6	7.7	6.4
Research	24.5	21.9	9.5	8.4
Segment revenue/profit	661.4	639.4	145.0	142.6
Head office costs			(43.3)	(42.4)
Operating profit before exceptional items
and acquisition-related costs			101.7	100.2
Exceptional items			–	2.2
Acquisition-related costs			(3.2)	(2.6)
Operating profit			98.5	99.8
Finance income			14.9	10.5
Finance costs			(1.9)	(2.2)
Other finance income – pensions			0.6	0.7
Profit before taxation			112.1	108.8
Taxation			(25.8)	(23.0)
Profit for the year			86.3	85.8

Business segments

		Assets		Liabilities
	2024	2023	2024	2023
	£m	£m	£m	£m
Broking	717.9	665.0	287.7	286.6
Financial	65.3	76.1	20.6	26.0
Support	63.9	69.1	26.9	34.1
Research	14.5	10.9	13.5	14.1
Segment assets/liabilities	861.6	821.1	348.7	360.8
Unallocated assets/liabilities	38.7	54.5	55.9	58.2
	900.3	875.6	404.6	419.0

FINANCIAL STATEMENTS —

168

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

Unallocated assets predominantly relate to head office cash balances and cash on deposit, the pension scheme

surplus and tax assets. Unallocated liabilities include the pension scheme deficit, tax liabilities and head

office accruals.

Business segments

		Non-current asset additions*		Depreciation		Amortisation
	2024	2023	2024	2023	2024	2023
	£m	£m	£m	£m	£m	£m
Broking	9.9	11.2	11.4	11.5	4.6	4.5
Financial	0.1	0.5	1.1	1.1	–	–
Support	6.6	11.7	2.1	1.7	0.6	0.3
Research	–	–	0.4	0.4	–	–
	16.6	23.4	15.0	14.7	5.2	4.8

* Excludes deferred tax assets and financial assets.

Geographical segments – by origin of invoice

		Revenue
	2024	2023
	£m	£m
Europe, Middle East and Africa*	484.4	464.2
Americas	28.7	33.6
Asia-Pacific	148.3	141.6
	661.4	639.4

Geographical segments – by location of assets

	Non-current assets**
	2024	2023
	£m	£m
Europe, Middle East and Africa*	218.8	236.2
Americas	4.8	4.9
Asia-Pacific	13.4	12.9
	237.0	254.0

* Includes revenue for the UK of £287.6m (2023: £281.9m) and non-current assets for the UK of £111.2m (2023: £116.0m).

** Non-current assets excludes deferred tax assets and employee benefits.

5 Exceptional items

There were no exceptional items in 2024.

In December 2023, the Group completed the sale of an industrial unit, which resulted in a gain of £3.5m, after

transaction fees and costs. The Group donated £1.3m of the proceeds to The Clarkson Foundation. The net gain

of £2.2m is shown as an exceptional item in 2023.

6 Acquisition-related costs

Included in acquisition-related costs is £0.5m (2023: £0.2m) relating to the amortisation of intangibles acquired

and £1.2m (2023: £0.3m) of charges relating to previous acquisitions.

Also included is £0.3m (2023: £0.3m) relating to the amortisation of intangibles acquired and £1.1m (2023: £1.6m)

of charges relating to current year acquisitions.

Included in administrative expenses is £0.1m (2023: £0.2m) of transaction costs relating to acquisitions in the current

year. See note 13 for further details.

169

CLARKSON PLC — 2024 ANNUAL REPORT

7 Taxation

Tax charged in the consolidated income statement is as follows:

	2024	2023
	£m	£m
Current tax
Tax on profits for the year	27.5	2 7. 3
Adjustments in respect of prior years	(2.0)	(0.8)
	25.5	26.5
Deferred tax
Origination and reversal of temporary differences	0.3	(3.1)
Impact of change in tax rates	–	(0.4)
	0.3	(3.5)
Total tax charge in the income statement	25.8	23.0

Tax relating to items (credited)/charged to equity is as follows:

		2024	2023
		£m	£m
Current tax
Employee benefits	– other employee benefits	(1.1)	(0.3)
		(1.1)	(0.3)
Deferred tax
Employee benefits	– on pension benefits	(0.4)	(0.5)
Employee benefits	– other employee benefits	(2.0)	0.5
Foreign currency contracts		(1.4)	2.5
Other temporary differences		–	(0.1)
		(3.8)	2.4
Total tax (credit)/charge in the statement of changes in equity		(4.9)	2.1

Reconciliation of tax charge

The tax charge in the consolidated income statement for the year is lower (2023: lower) than the average standard

rate of corporation tax in the UK of 25.0% (2023: 23.5%). The differences are reconciled below:

	2024	2023
	£m	£m
Profit before taxation	112.1	108.8
Profit at UK average standard rate of corporation tax of 25.0% (2023: 23.5%)	28.0	25.6
Effects of:
Expenses not deductible for tax purposes	2.7	2.4
Non-taxable income	–	(1.2)
Lower tax rates on overseas earnings	(4.9)	(3.3)
Tax losses recognised	–	(0.4)
Adjustments relating to prior year	(2.0)	(1.2)
Adjustments relating to changes in tax rates	–	(0.4)
Other adjustments	2.0	1.5
Total tax charge in the income statement	25.8	23.0

FINANCIAL STATEMENTS —

170

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

Deferred tax

Deferred tax charged/(credited) in the consolidated income statement is as follows:

		2024	2023
		£m	£m
Employee benefits	– on pension benefits	–	0.1
Employee benefits	– on employee benefits	0.2	(3.0)
In relation to earnings of overseas subsidiaries		0.2	0.3
Other temporary differences		(0.1)	(0.9)
Deferred tax charge/(credit) in the income statement		0.3	(3.5)

Deferred tax included in the balance sheet is as follows:

		2024	2023
		£m	£m
Deferred tax assets
Employee benefits	– other employee benefits	19.5	17.7
Tax losses		0.1	–
Foreign currency contracts		0.7	–
Other temporary differences		2.2	3.1
Deferred tax assets before offset		22.5	20.8
Offset against deferred tax liabilities		(4.4)	(4.0)
Deferred tax assets in the balance sheet		18.1	16.8
Deferred tax liabilities
Employee benefits	– on pension benefits	(3.1)	(3.5)
In relation to earnings of overseas subsidiaries		(3.4)	(3.1)
Foreign currency contracts		–	(0.8)
Intangible assets		(2.5)	(2.4)
Other temporary differences		(3.3)	(3.6)
Deferred tax liabilities before offset		(12.3)	(13.4)
Offset against deferred tax assets		4.4	4.0
Deferred tax liabilities in the balance sheet		(7.9)	(9.4)

Deferred tax assets and liabilities are offset and reported net where appropriate and permitted within territories.

Included in the above are deferred tax assets of £5.5m (2023: £6.4m) and deferred tax liabilities of £nil (2023: £nil)

which are due within one year. Deferred tax assets are recognised to the extent that the realisation of the related tax

benefit through future taxable profits is probable.

All deferred tax movements arise from the origination and reversal of temporary differences. The Group did not

recognise a deferred tax asset of £2.9m (2023: £2.7m) in respect of unused tax losses of £9.8m (2023: £8.4m),

which predominantly have either no expiry date or an expiry date of 10 years or more.

Deferred taxes at the balance sheet date have been measured using the appropriate and substantively enacted tax

rates and are reflected in these financial statements.

171

CLARKSON PLC — 2024 ANNUAL REPORT

8 Earnings per share

		2024		2023
	Underlying	Reported	Underlying	Reported
	£m	£m	£m	£m
Profit for the year attributable to equity holders
of the Parent Company	87.9	84.9	83.8	83.8

		2024		2023
	Underlying	Reported	Underlying	Reported
	Million	Million	Million	Million
Weighted average number of ordinary shares
(excluding share purchase trusts’ shares) – basic	30.7	30.7	30.5	30.5
Dilutive effect of share options	0.2	0.2	0.2	0.2
Weighted average number of ordinary shares
(excluding share purchase trusts’ shares) – diluted	30.9	30.9	30.7	30.7

		2024		2023
	Underlying	Reported	Underlying	Reported
	Pence	Pence	Pence	Pence
Basic earnings per share	286.9	277.1	275.0	275.2
Diluted earnings per share	284.9	275.2	273.5	273.6

Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders

of the Parent Company by the weighted average number of ordinary shares in issue during the year.

Diluted earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity

holders of the Parent Company by the weighted average number of ordinary shares in issue during the year, plus

the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential

ordinary shares into ordinary shares. The calculation of diluted earnings per share does not assume conversion,

exercise, or other issue of potential ordinary shares that would have an anti-dilutive effect on earnings per share.

The share awards relating to Directors, where the performance conditions have not yet been met at the balance

sheet date, are not included in the above numbers. The weighted average number of these shares was 38,218

(2023: 50,196).

There are 65,148 share options in relation to the employee ShareSave scheme that are not included because they

are anti-dilutive at the year-end (2023: 22,901). These options could potentially dilute basic earnings per share in

the future.

9 Dividends

	2024	2023
	£m	£m
Declared and paid during the year:
Final dividend for 2023 of 72p per share (2022: 6 4p per share)	21.8	19.3
Interim dividend for 2024 of 32p per share (2023: 3 0p per share)	9.7	9.0
Dividend paid	31.5	28.3
Proposed for approval at the AGM (not recognised as a liability at 31 December):
Final dividend for 2024 proposed of 77p per share (2023: 72p per share)	23.6	22.1

FINANCIAL STATEMENTS —

172

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

10 Property, plant and equipment

2024
	Freehold
	and long		Office
	leasehold	Leasehold	furniture and	Motor
	properties	improvements	equipment	vehicles	Total
	£m	£m	£m	£m	£m
Original cost
At 1 January 2024	11.3	21.7	31.4	0.9	65.3
Additions	0.1	1.5	3.8	0.3	5.7
Arising on acquisitions	–	–	0.3	–	0.3
Disposals	(0.3)	(1.1)	(3.4)	(0.2)	(5.0)
Foreign exchange differences	(0.2)	(0.1)	(0.6)	–	(0.9)
At 31 December 2024	10.9	22.0	31.5	1.0	65.4
Accumulated depreciation
At 1 January 2024	1.9	12.1	22.3	0.5	36.8
Charged during the year	0.3	1.5	3.4	0.2	5.4
Disposals	(0.2)	(1.1)	(3.3)	(0.2)	(4.8)
Foreign exchange differences	(0.1)	(0.1)	(0.3)	–	(0.5)
At 31 December 2024	1.9	12.4	22.1	0.5	36.9
Net book value at 31 December 2024	9.0	9.6	9.4	0.5	28.5

2023
	Freehold
	and long		Office
	leasehold	Leasehold	furniture and	Motor
	properties	improvements	equipment	vehicles	Total
	£m	£m	£m	£m	£m
Original cost
At 1 January 2023	10.0	20.6	27.3	1.1	59.0
Additions	1.8	1.6	4.5	0.1	8.0
Arising on acquisitions	–	0.2	0.1	0.1	0.4
Disposals	(0.2)	(0.3)	–	(0.3)	(0.8)
Foreign exchange differences	(0.3)	(0.4)	(0.5)	(0.1)	(1.3)
At 31 December 2023	11.3	21.7	31.4	0.9	65.3
Accumulated depreciation
At 1 January 2023	2.1	11.0	19.6	0.8	33.5
Charged during the year	0.1	1.5	3.1	0.1	4.8
Disposals	(0.1)	(0.2)	–	(0.2)	(0.5)
Foreign exchange differences	(0.2)	(0.2)	(0.4)	(0.2)	(1.0)
At 31 December 2023	1.9	12.1	22.3	0.5	36.8
Net book value at 31 December 2023	9.4	9.6	9.1	0.4	28.5

At 31 December 2024 there was £11.6m relating to fully depreciated property, plant and equipment that is still in use

(2023: £15.2m).

173

CLARKSON PLC — 2024 ANNUAL REPORT

11 Investment properties

	2024	2023
	£m	£m
Cost
At 1 January and 31 December	2.1	2.1
Accumulated depreciation
At 1 January	1.1	1.1
Charged during the year*	–	–
At 31 December	1.1	1.1
Net book value at 31 December	1.0	1.0

* Depreciation charged each year is less than £0.1m, occasionally this leads to a £0.1m charge in this table.

The fair value of the investment properties at 31 December 2024 was £2.5m (2023: £2.2m). This was based on

valuations from external independent valuers who have the appropriate professional qualifications and recent

experience of valuing properties in the location and of the type being valued.

12 Right-of-use assets

			2024			2023
	Leasehold	Motor		Leasehold	Motor
	properties	vehicles	Total	properties	vehicles	Total
	£m	£m	£m	£m	£m	£m
Cost
As at 1 January	73.1	1.6	74.7	70.1	0.7	70.8
Additions	6.2	0.5	6.7	3.5	0.9	4.4
Arising on acquisitions	–	–	–	3.5	–	3.5
Disposals	(2.0)	–	(2.0)	(1.3)	–	(1.3)
Foreign exchange differences	(2.2)	–	(2.2)	(2.7)	–	(2.7)
At 31 December	75.1	2.1	77.2	73.1	1.6	74.7
Accumulated depreciation
As at 1 January	38.3	0.5	38.8	31.4	0.1	31.5
Charged during the year	9.1	0.5	9.6	9.5	0.4	9.9
Disposals	(2.0)	–	(2.0)	(1.3)	–	(1.3)
Foreign exchange differences	(1.3)	0.1	(1.2)	(1.3)	–	(1.3)
At 31 December	44.1	1.1	45.2	38.3	0.5	38.8
Net book value at 31 December	31.0	1.0	32.0	34.8	1.1	35.9

FINANCIAL STATEMENTS —

174

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

13 Intangible assets

2024
			Other
		Development	intangible
	Goodwill	costs	assets	Total
	£m	£m	£m	£m
Cost
At 1 January 2024	276.7	25.3	33.9	335.9
Additions	–	1.5	0.1	1.6
Arising on acquisitions	0.3	–	2.0	2.3
Other (reclassification)	(0.1)	–	0.1	–
Foreign exchange differences	(16.8)	–	(2.7)	(19.5)
At 31 December 2024	260.1	26.8	33.4	320.3
Accumulated amortisation and impairment
At 1 January 2024	112.2	10.4	30.4	153.0
Charged during the year	–	4.5	0.7	5.2
Foreign exchange differences	(8.2)	–	(2.3)	(10.5)
At 31 December 2024	104.0	14.9	28.8	147.7
Net book value at 31 December 2024	156.1	11.9	4.6	172.6

2023
			Other
		Development	intangible
	Goodwill	costs	assets	Total
	£m	£m	£m	£m
Cost
At 1 January 2023	291.9	21.3	33.4	346.6
Additions	–	2.8	–	2.8
Arising on acquisitions	1.2	–	3.1	4.3
Other (reclassification)	–	1.2	(1.2)	–
Foreign exchange differences	(16.4)	–	(1.4)	(17. 8)
At 31 December 2023	276.7	25.3	33.9	335.9
Accumulated amortisation and impairment
At 1 January 2023	120.3	6.2	31.2	1 5 7.7
Charged during the year	–	4.2	0.6	4.8
Foreign exchange differences	(8.1)	–	(1.4)	(9.5)
At 31 December 2023	112.2	10.4	30.4	153.0
Net book value at 31 December 2023	164.5	14.9	3.5	182.9

Development costs are amortised based on their estimated useful life, which will not typically exceed five years,

when ready for use. These costs represent expenditure incurred in relation to the Sea suite of products, see page 43

for further details on Sea.

All intangible assets are held in the currency of the businesses acquired and are subject to foreign exchange

retranslations to the closing rate at each year-end.

In 2024 the Group made acquisitions, which are detailed further in this note, resulting in goodwill of £0.3m and

£2.0m of other intangible assets.

175

CLARKSON PLC — 2024 ANNUAL REPORT

13 Intangible assets continued

Acquisitions – 2024

Trauma & Resuscitation Services

On 5 February 2024, Gibb Group Limited acquired 100% of the share capital of Trauma & Resuscitation Services

Limited. The initial cash consideration was £2.0m, with a further £0.3m paid during the year. An additional maximum

£3.3m is payable contingent on the achievement of post-transaction earnings targets and ongoing employment.

This acquisition will increase Gibb Group’s service offering, extending its strong coverage of the oil & gas, marine, and

renewable energy sectors with the inclusion of the Trauma Resus EURIECA programme, which is recognised as the

global standard for advanced first aid for the offshore wind sector.

Independent Shipping Agencies

On 31 May 2024, Clarkson Port Services Limited entered into an Asset Purchase Agreement with Independent

Shipping Agencies Limited for cash consideration of £0.1m, with a further maximum amount payable of £0.2m

contingent on the achievement of post-transaction earnings targets and ongoing employment.

The goodwill of £0.1m is attributable to the strategic benefits of integrating the workforce acquired.

This acquisition allows Clarksons Port Services to be the sole provider of agency services to a major international

commodity house.

Wind Farm Equipment

On 20 September 2024, Gibb Group Limited entered into an Asset Purchase Agreement with Wind Farm Equipment

Limited. The initial consideration was £0.7m.

The acquisition brings a leading brand in-house to Gibb Group, including its UK hire fleet assets.

The goodwill of £0.2m is attributable to strategic benefits of having alternative products to supply its customers and

the increased ability to generate future cash flows from new customer relationships.

The following table summarises the consideration paid, the provisional fair value of the net assets acquired, and the

liabilities assumed, for each acquisition.

	Trauma &	Independent
	Resuscitation	Shipping	Wind Farm
	Services	Agencies	Equipment	Total
	£m	£m	£m	£m
Intangible assets	1.7	–	0.3	2.0
Property, plant and equipment	0.1	–	0.2	0.3
Trade and other receivables	1.3	–	0.1	1.4
Cash and cash equivalents	0.6	–	–	0.6
Total assets	3.7	–	0.6	4.3
Trade and other payables	(0.8)	–	–	(0.8)
Income tax payable	(0.2)	–	–	(0.2)
Deferred tax liabilities	(0.4)	–	(0.1)	(0.5)
Total liabilities	(1.4)	–	(0.1)	(1.5)
Net identifiable assets acquired	2.3	–	0.5	2.8
Goodwill	–	0.1	0.2	0.3
Total consideration paid in cash	2.3	0.1	0.7	3.1

FINANCIAL STATEMENTS —

176

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

The table below details the revenue and net profit after tax contributed to the Group since each respective

acquisition date, together with consolidated pro-forma revenue and reported profit for the year ended

31 December 2024, if the acquisitions had occurred on 1 January 2024.

	Trauma &	Independent
	Resuscitation	Shipping	Wind Farm
	Services	Agencies	Equipment
	£m	£m	£m
Revenue contributed since acquisition	4.1	0.2	0.1
Net profit after tax since acquisition	1.0	0.1	–
Consolidated pro-forma revenue	661.8	661.5	661.6
Consolidated pro-forma reported profit for the year	86.4	86.4	86.4

These amounts have been calculated extrapolating the acquirees’ results without the need for adjustments for

differences in accounting policies, including the additional depreciation and amortisation that would have been

charged assuming that the fair value adjustments to intangible assets had applied from 1 January 2024, together

with the consequential tax effects.

This information is not necessarily indicative of the 2024 results of the combined Group had the acquisitions actually

been made at the beginning of the period presented, or indicative of the future consolidated performance given the

nature of the business acquired.

The table below sets out the net cash outflow of the acquisitions:

	2024
	£m
Outflow of cash to acquire subsidiaries, net of cash acquired
Trauma & Resuscitation cash consideration	2.3
Independent Shipping Agencies cash consideration	0.1
Wind Farm Equipment cash consideration	0.7
	3.1
Less: Cash acquired	(0.6)
Net outflow of cash – investing activities	2.5

Transaction costs of £0.1m are included in administrative expenses in the income statement and in operating cash

flows in the cash flow statement.

Acquisitions – 2023

On 6 February 2023, Clarkson Port Services Holdings B.V. acquired 100% of the share capital of DHSS Service B.V.,

DHSS Logistics B.V., DHSS Projects B.V. and DHSS Aviation B.V., located in the Netherlands. Initial cash consideration

was €4.6m (£4.1m), with a further €6.2m payable depending on the achievement of post-transaction earnings

targets and ongoing employment.

On 28 March 2023, Maritech Services Limited acquired 100% of the MarDocs digital platform business. Total

consideration was €1.5m (£1.2m).

On 31 March 2023, Maritech Services Limited acquired 100% of the share capital of Recap Manager Limited for

negligible consideration.

On 31 October 2023, Clarksons Brasil Ltda entered into an Asset Purchase Agreement with a seller group, comprising

Leme Chartering Comercio Maritimo Ltda and four individuals. Initial consideration was US$0.1m (£0.1m), with a

further maximum amount payable of US$0.7m dependent on earn-out targets.

Further information on these acquisitions, including details of the consideration paid, the fair value of the assets

acquired and the liabilities assumed, can be found on pages 180 and 181 of the 2023 Annual Report.

177

CLARKSON PLC — 2024 ANNUAL REPORT

14 Impairment testing of goodwill

Goodwill is allocated to the Group’s cash-generating units (‘CGUs’) identified according to operating division.

The carrying amount of goodwill acquired through business combinations is as follows:

	2024	2023
	£m	£m
Dry cargo chartering	16.0	16.2
Container chartering	2.0	2.0
Tankers chartering	9.9	10.8
Specialised products chartering	13.0	13.1
Gas chartering	2.8	2.8
Sale and purchase broking	38.8	42.2
Offshore broking	44.6	46.3
Securities	11.8	13.0
Project finance	10.5	11.6
Port and agency services	3.4	3.2
Research services	3.3	3.3
	156.1	164.5

The movement in the aggregate carrying value is analysed in more detail in note 13.

Goodwill is allocated to CGUs which are tested for impairment at least annually. The goodwill arising in each CGU is

similar in nature and thus the testing for impairment uses the same approach.

The recoverable amounts of the CGUs are assessed using a value-in-use model. Value-in-use is calculated as the net

present value of the projected risk-adjusted cash flows of the CGU to which the goodwill is allocated.

The key assumptions used for value-in-use calculations are as follows:

— The pre-tax discount rate for the chartering and broking CGUs is 13.1% (2023: 12.3%); port and agency services is

13.0% (2023: 12.4%); research services is 13.2% (2023: 12.1%); and for securities and project finance is 13.2% (2023:

12.5%). As all broking and chartering CGUs have operations that are global in nature and similar risk profiles, the

same discount rate has been used.

— These discount rates are based on the Group’s weighted average cost of capital (‘WACC’) and adjusted for

CGU-specific risk factors. The Group’s WACC is a function of the Group’s cost of equity, derived using a Capital

Asset Pricing Model. The cost of equity includes a number of variables to reflect the inherent risk of the business

being evaluated.

— The cash flow projections are based on financial budgets and strategic plans approved by the Board, extrapolated

over a five-year period. These assume a level of revenue and profits which are based on both past performance

and expectations for future market development and take into account the cyclicality of the business in which

the CGU operates. The effect on cash flows of climate change was considered but assessed to have no material

impact at this time. Cash flows beyond the five-year period are extrapolated in perpetuity using a conservative

growth rate of 1.7% (2023: 1.7%) across all CGUs.

The results of the Directors’ review of goodwill indicate headroom for all CGUs.

The offshore broking and securities CGUs are sensitive to changes in key assumptions and therefore sensitivity

analysis has been carried out using reasonably possible changes to these key assumptions, none of which cause an

impairment. An increase in the discount rate of 1% would decrease value-in-use by £3.6m for offshore broking and

£0.8m for securities. A decrease in total pre-tax cash flows of 5% would decrease value-in-use by £2.9m for offshore

broking and £0.7m for securities. For the other CGUs, there are no reasonably possible changes in key assumptions

that would result in an impairment.

In light of continuing, global macro-economic and geo-political uncertainty, the Board keeps the carrying value of

goodwill under constant review and continually monitors for any potential indicators of impairment.

FINANCIAL STATEMENTS —

178

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

15 Trade and other receivables

	2024	2023
	£m	£m
Non-current
Other receivables	1.0	1.7
Foreign currency contracts	–	2.7
	1.0	4.4
Current
Trade receivables	110.6	121.7
Other receivables	7.0	11.4
Foreign currency contracts	1.1	0.8
Prepayments	9.0	9.5
Contract assets	2.8	4.1
	130.5	147.5

Trade receivables are non-interest bearing and are generally on terms payable within 90 days. As at

31 December 2024, the allowance for impairment of trade receivables was £22.0m (2023: £21.9m). The allowance

is based on experience and ongoing market information about the creditworthiness of specific counterparties and

expected credit losses in respect of the remaining balances.

The Group has unconditional rights to consideration in respect of trade receivables, except for £1.2m (2023: £1.2m)

which relates to amounts invoiced in respect of subscriptions where revenue is recognised over time and the right

to payment is conditional on satisfying this performance obligation. These amounts are deferred as revenue and

included within the contract liability balance. See note 19.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected

loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped

based on shared credit risk characteristics and the days past due. The expected loss rates are based on the payment

profiles of invoices over a period of 36 months before 1 January 2024 and the corresponding historical credit losses

experienced within this period. These are then adjusted, if necessary, to reflect current and forward-looking information,

such as the general economic condition of the market in which the counterparty operates.

The following table shows the exposure to credit risk and expected credit losses of trade receivables as at 31 December:

			2024			2023
		Gross			Gross
	Expected loss	carrying	Loss	Expected loss	carrying	Loss
	rate	amount	allowance	rate	amount	allowance
	%	£m	£m	%	£m	£m
0 – 3 months	3.8	99.0	3.8	3.5	108.5	3.8
3 – 12 months	26.7	21.0	5.6	25.3	22.7	5.7
Over 12 months	100.0	12.6	12.6	100.0	12.4	12.4
		132.6	22.0		143.6	21.9

Movements in the loss allowance for trade receivables were as follows:

	2024	2023
	£m	£m
At 1 January	21.9	19.6
Release of loss allowance	(13.8)	(11.8)
Receivables written off during the year as uncollectible	(0.8)	(0.5)
Increase in loss allowance	14.4	15.7
Foreign exchange differences	0.3	(1.1)
At 31 December	22.0	21.9

Included within the movements in the loss allowance were amounts which were provided at the time of invoicing for

which no revenue has been recognised, because collectibility was not considered probable; see note 2. The other

classes within trade and other receivables do not include any impaired items.

179

CLARKSON PLC — 2024 ANNUAL REPORT

15 Trade and other receivables continued

The carrying amounts of the Group’s trade receivables are denominated in the following currencies:

	2024	2023
	£m	£m
US dollar	83.8	83.3
Sterling	17.2	24.1
Norwegian krone	2.4	5.5
Other currencies	7.2	8.8
	110.6	121.7

16 Investments

	2024	2023
	£m	£m
Non-current
Financial assets at fair value through profit or loss	1.9	1.3
	1.9	1.3
Current
Cash on deposit	62.0	3 7.8
Government bonds	–	2.1
Financial assets at fair value through profit or loss	0.2	0.2
	62.2	40.1

The non-current financial assets at fair value through profit or loss relate to equity and other investments. The Group

held deposits totalling £62.0m (2023: £37.8m) with maturity periods greater than three months and £nil of

government bonds (2023: £2.1m). Current financial assets at fair value through profit or loss relate to convertible

bonds in the Financial segment.

17 Inventories

	2024	2023
	£m	£m
Finished goods	4.3	3.3

The cost of inventories recognised as an expense and included in cost of sales amounted to £21.3m (2023: £19.6m).

18 Cash and cash equivalents

	2024	2023
	£m	£m
Cash at bank and in hand	234.5	281.2
Short-term deposits	196.8	1 1 7.7
	431.3	398.9

Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. Short-term deposits are

made for varying periods between one day and three months, depending on the immediate cash requirements of

the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and cash equivalents is

£431.3m (2023: £398.9m).

Included in cash at bank and in hand is £1.5m (2023: £1.6m) of restricted funds relating to employee taxes, security

trading deposits pending settlement and other commitments.

FINANCIAL STATEMENTS —

180

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

19 Trade and other payables

	2024	2023
	£m	£m
Current
Trade payables	18.8	34.4
Other payables	7.4	19.6
Other tax and social security	5.1	5.7
Deferred consideration	–	0.4
Foreign currency contracts	1.8	–
Bonus accruals	249.6	2 3 7.7
Other accruals	31.2	30.1
Contract liabilities	12.5	11.5
	326.4	339.4
Non-current
Other payables	4.7	3.2
Foreign currency contracts	2.1	–
	6.8	3.2

Trade payables and other payables are non-interest bearing and are normally settled on demand.

20 Lease liabilities

	2024	2023
	£m	£m
Current
Lease liabilities	10.6	10.4
Non-current
Lease liabilities	27.5	32.8

A maturity analysis of undiscounted lease liability payments is included within note 27.

Included within lease liabilities are £8.4m (2023: £10.0m) of leases where payments are linked to an index.

The liabilities in relation to these leases are only adjusted as and when the change in rental cash flows takes effect.

21 Provisions

	2024	2023
	£m	£m
Current
At 1 January	0.6	0.6
Arising during the year	0.6	0.1
Foreign exchange differences	(0.2)	(0.1)
At 31 December	1.0	0.6
Non-current
At 1 January	1.9	1.9
Arising during the year	1.7	–
At 31 December	3.6	1.9

Provisions include £2.2m (2023: 1.5m) for various legal matters and for the dilapidation of various leasehold

premises which will be utilised on cessation of the lease and £2.4m (2023: £0.9m) in relation to provisions for

employee benefits.

181

CLARKSON PLC — 2024 ANNUAL REPORT

22 Share-based payment plans

	2024	2023
	£m	£m
Expense arising from equity-settled share-based payment transactions	2.5	1.9

The share-based payment plans are described below. There were no cancellations or modifications to any of the

plans during 2024 or 2023.

Share options

Long-term incentive awards

Details of the long-term incentive awards are included in the Directors’ Remuneration Report on page 133. Awards

made to the Directors are given in the Directors’ Remuneration Report on page 126. The fair value of awards that are

not subject to a market-based performance condition were valued using a Black-Scholes model. The fair value of

awards subject to a market-based performance condition were valued using a stochastic model. For awards subject

to a holding period a Chaffe protective put method was used to estimate a discount for the lack of marketability.

ShareSave scheme

The ShareSave scheme (or local equivalent) enables eligible employees to acquire options to purchase ordinary

shares in the Company at a discount. To participate in the scheme, the employees are required to save a set amount

each month, up to a maximum of £500 (or local equivalent) per month, for a period of 24 to 36 months, depending

on their jurisdiction. Under the terms of the scheme, at the end of the savings period the employees are entitled to

purchase shares using their savings at a price of 15% to 20% (depending on jurisdiction) below the market price just

ahead of the invitation date. Employees that remain in service at the end of the savings period and make the required

savings from their monthly salary for the savings period will become entitled to purchase the shares. Employees

who cease their employment, do not save the required amount from their monthly salary, or elect not to exercise

their option to purchase shares will be refunded their full savings. In certain circumstances, employees who cease

their employment may exercise their option to purchase shares. The fair value of these awards was valued using a

Black-Scholes model.

Movements in the year

The following table illustrates the number of, and movements in, share options during the year:

								Weighted
								average
		Outstanding				Outstanding at	Exercisable at	contractual
		at 1 January	Granted	Lapsed	Exercised	31 December	31 December	life
		2024	in year	in year	in year 2024		2024	Years
Long-term incentive
awards 1		185,157	33,539	–	(102,707)	115,989	–	8.26
2020	ShareSave 2	34,201	–	(1,019)	(33,182)	–	–	–
2021	ShareSave 3	22,901	–	(2,801)	(13,071)	7,029	7,029	0.33
2022	ShareSave 4	201,697	–	(15,674)	(6,753)	179,270	–	1.33
2023	ShareSave 5	166,330	780	(12,644)	(189)	154,277	–	2.29
2024	ShareSave 6	–	71,488	(1,399)	–	70,089	–	3.21
		610,286	105,807	(33,537)	(155,902)	526,654	7,029

The exercise prices for share options outstanding at the year-end were:

£nil,

N/A,

£31.44,

£22.51,

£21.62–£23.07,

£30.59–£31.17.

The weighted average exercise price for each movement in share options is as follows:

	Outstanding				Outstanding at	Exercisable at
	at 1 January	Granted	Lapsed	Exercised	31 December	31 December
	2024	in year	in year	in year 2024		2024
	£	£	£	£	£	£
Long-term incentive
awards	–	–	–	–	–	–
ShareSave	22.39	30.55	23.16	22.64	23.73	31.44
Total	15.59	20.87	23.16	7.72	18.50	31.44

The weighted average share price at the date of exercise was £39.77.

FINANCIAL STATEMENTS —

182

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

The following table illustrates the number of, and movements in, share options for the previous year:

								Weighted
								average
		Outstanding				Outstanding at	Exercisable at	contractual
		at 1 January	Granted	Lapsed	Exercised	31 December	31 December	life
		2023	in year	in year	in year 2023		2023	Years
Long-term incentive
awards 1		141,518	43,902	(263)	–	185,157	55,947	7.69
2019	ShareSave	39,386	–	(1,561)	(37,825)	–	–	–
2020	ShareSave 3	104,274	–	(4,6 63)	(65,410)	34,201	34,201	0.33
2021	ShareSave 4	34,089	–	(11,188)	–	22,901	–	1.33
2022	ShareSave 5	234,254	–	(32,404)	(153)	201,697	–	2.28
2023	ShareSave 6	–	168,443	(2,113)	–	166,330	–	3.30
		553,521	212,345	(52,192)	(103,388)	610,286	90,148

The exercise prices for share options outstanding at the year-end were:

£nil,

N/A,

£19.28,

£31.44,

£22.05–£22.51,

£21.62–£23.07.

The weighted average exercise price for each movement in share options are as follows:

	Outstanding				Outstanding at	Exercisable at
	at 1 January	Granted	Lapsed	Exercised	31 December	31 December
	2023	in year	in year		in year 2023	2023
	£	£	£	£	£	£
Long-term incentive
awards	–	–	–	–	–	–
ShareSave	22.02	21.65	24.02	18.93	22.39	19.28
Total	16.39	17.17	23.90	18.93	15.59	7. 3 0

The weighted average share price at the date of exercise was £29.08.

Significant inputs

The inputs into the models used to value options granted in the period fell within the following ranges:

	2024	2023
Share price at date of grant (£)	36.35–40.35	2 7. 3 5 –3 0 .9 5
Exercise price (£)	0.00–31.17	0.00–23.07
Expected term (years)	2.0–3.3	2.0–3.3
Risk-free interest rate (%)	3.8–4.4	3.7–4.7
Expected dividend yield (%)	0.0–2.9	0.0–3.4
Expected volatility (%)	27.5–29.9	31.5–32.5

Expected volatility is calculated using historical data, where available, over the period of time commensurate with

the remaining performance period for long-term incentive awards and the expected award term for the ShareSave

scheme, as at the date of grant.

Other employee incentives

During the year, 87,204 shares (2023: nil) at a weighted average price of £39.83 (2023: n/a) were awarded to

employees for future services and are therefore charged to the income statement over the service period. An

expense of £0.4m (2023: £nil) has been recognised in the income statement under administrative expenses in

relation to these awards. In addition, 613,124 shares (2023: 1,454,526 shares) at a weighted average price of £40.22

(2023: £30.70) were awarded to employees in settlement of 2023 (2022) cash bonuses.

The fair value of these shares was determined based on the market price at the date of grant.

183

CLARKSON PLC — 2024 ANNUAL REPORT

23 Employee benefits

The Group operates three final salary defined benefit pension schemes, being the Clarkson PLC scheme, the

Plowrights scheme and the Stewarts scheme, all within the UK. The schemes are all registered as occupational

pension schemes with HMRC and are subject to UK legislation and oversight from the Pensions Regulator. These are

funded by the payment of contributions to separate trusts administered by Trustees who are required to act in the

best interests of the schemes’ beneficiaries. Responsibility for governance of each scheme lies with the respective

board of trustees in accordance with the rules applicable to that scheme. Currently each board of trustees includes

a representative of the relevant principal employer. The schemes’ assets are invested in a range of pooled pension

investment funds managed by professional fund managers.

Defined benefit pension arrangements give rise to open-ended commitments and liabilities for the sponsoring

company. As a consequence, the Company closed its original defined benefit section of the Clarkson PLC scheme

to new entrants on 31 March 2004. This section was closed to further accrual for all existing members as from

31 March 2006. The Plowrights scheme was closed to further accrual from 1 January 2006. The Stewarts scheme was

closed to further accrual on 1 January 2004.

Every three years, a pension scheme must obtain from an actuary a report containing a valuation and a

recommendation on rates of contribution. UK legislation requires that pension schemes are funded prudently and

must adhere to the statutory funding objective. Triennial valuations for all the schemes have been prepared as

detailed below.

The actuarial valuation of the Clarkson PLC scheme shows a pension surplus on an ongoing basis of £11.5m (105%)

as at 31 March 2022. Following the 2016 valuation, Clarkson PLC and the Trustees agreed to cease funding with effect

from 1 October 2016. Since 1 May 2021 all expenses of the scheme have been met from the surplus assets.

The actuarial valuation of the Plowrights scheme shows a pension surplus on an ongoing basis of £3.0m (108%) as at

31 March 2022. Clarkson PLC and the Trustees agreed to cease funding with effect from 1 December 2019. Since

1 April 2020 all expenses of the scheme have been met from the surplus assets.

The actuarial valuation of the Stewarts scheme showed a pension surplus on an ongoing basis of £0.1m (100%) as

at 1 September 2021. Clarksons Offshore and Renewables Limited will continue to pay contributions of £0.4m per

annum, which will include scheme expenses. The September 2024 valuation report is underway but is yet to be

finalised.

In June 2023, in the case of Virgin Media vs NTL Pension Trustees II Limited, the High Court judged that amendments

made to the Virgin Media scheme were invalid because they were not accompanied by the correct actuarial

confirmation. On 25 July 2024, the Court of Appeal upheld the June 2023 High Court decision. The Company and

Trustees are reviewing this development and considering any implications for the Schemes. No adjustments have

been made to the Consolidated Financial Statements as at 31 December 2024.

The Group is exposed to a number of risks, the most significant of which are detailed below:

Asset volatility

The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if a scheme’s

assets underperform this yield, this will create a deficit. The largest two schemes have de-risked by replacing their

equity holdings with less volatile investments.

Changes in bond yields

A decrease in corporate bond yields will increase a scheme’s liabilities, although this will be partially offset by

an increase in the value of the schemes’ bond holdings.

Inflation risk

Some of the Group pension obligations are linked to inflation. The majority of the schemes’ assets are either

unaffected by (fixed-interest bonds) or loosely correlated with (equities) inflation, meaning that an increase

in inflation will also increase the deficit.

Life expectancy

The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life

expectancy will result in an increase in the schemes’ liabilities.

Other pension arrangements

Overseas pension arrangements have been determined in accordance with local practice and regulations. One such

defined benefit arrangement is in Greece whereby the employer is obligated to pay an indemnity to employees on

retirement.

FINANCIAL STATEMENTS —

184

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

The Group also operates various other defined contribution pension arrangements. Where required, the Group also

makes contributions to these schemes.

The Group incurs no material expenses in the provision of post-retirement benefits other than pensions.

The following information relates to the sum of the three separate UK schemes.

Recognised in the balance sheet

	2024	2023
	£m	£m
Fair value of schemes’ assets	119.4	131.3
Present value of funded defined benefit obligations	(105.3)	(115.5)
	14.1	15.8
Effect of asset ceiling in relation to the Plowrights scheme	(1.8)	(2.4)
Net benefit asset recognised in the balance sheet	12.3	13.4

The net benefit asset disclosed above is the combined total of the three UK schemes. The Clarkson PLC scheme

has a surplus of £12.4m (2023: £13.8m), the Plowrights scheme has a recognised surplus of £nil (2023: £nil), and

the Stewarts scheme has a deficit of £0.1m (2023: £0.4m). As there is no right of set-off between the schemes, the

benefit asset of £12.4m (2023: £13.8m) is disclosed separately on the balance sheet from the benefit liability of £0.1m

(2023: £0.4m).

The surplus in the Clarkson PLC scheme is recognised, as there are future economic benefits available in the form

of a reduction in future contributions to the defined contribution section of the scheme and, in the event of wind up,

excess surplus is refundable to the Group. There is not considered to be an unconditional right to receive such future

economic benefits in respect of the Plowrights scheme and therefore the surplus of £1.8m (2023: £2.4m) cannot be

recognised.

A deferred tax asset on the benefit liability amounting to £nil (2023: £nil) and a deferred tax liability on the benefit

asset of £3.1m (2023: £3.5m) is shown in note 7.

Recognised in the income statement

	2024	2023
	£m	£m
Recognised in other finance income – pensions:
Expected return on schemes’ assets	6.1	6.5
Interest cost on benefit obligation and asset ceiling	(5.5)	(5.8)
Recognised in administrative expenses:
Schemes’ administrative expenses	(0.8)	(1.0)
Net benefit charge recognised in the income statement	(0.2)	(0.3)

Recognised in the statement of comprehensive income

	2024	2023
	£m	£m
Actual return on schemes’ assets	(4.2)	5.5
Less: expected return on schemes’ assets	(6.1)	(6.5)
Actuarial loss on schemes’ assets	(10.3)	(1.0)
Actuarial gain/(loss) on defined benefit obligations	8.3	(3.1)
Actuarial loss recognised in the statement of comprehensive income	(2.0)	(4.1)
Tax credit on actuarial loss	0.6	1.0
Release of asset ceiling in relation to the Plowrights scheme	0.7	1.9
Tax charge on asset ceiling	(0.2)	(0.4)
Net actuarial loss on employee benefit obligations	(0.9)	(1.6)
Cumulative amount of actuarial losses, before tax, recognised in the statement of comprehensive income	(4.7)	(2.7)

185

CLARKSON PLC — 2024 ANNUAL REPORT

23 Employee benefits continued

Schemes’ assets

		2024		2023
	%	£m	%	£m
Equities*	1.3	1.6	1.2	1.6
Government bonds*	3.1	3.7	30.8	40.5
Corporate bonds*	51.7	61.7	28.7	3 7.7
Investment funds*	30.0	35.8	21.9	28.7
Cash and other assets	13.9	16.6	17. 4	22.8
	100.0	119.4	100.0	131.3

* The schemes’ assets are invested in pooled investment vehicles which are unquoted. The allocation in the table above considers the

underlying assets of these funds.

Net defined benefit asset

Changes in the fair value of the net defined benefit asset are as follows:

2024
	Present value	Fair value of		Impact of
	of obligation	plan assets	Total	asset ceiling	Total
	£m	£m	£m	£m	£m
At 1 January 2024	(115.5)	131.3	15.8	(2.4)	13.4
Expected return on assets	–	6.1	6.1	–	6.1
Interest costs	(5.4)	–	(5.4)	(0.1)	(5.5)
Employer contributions	–	0.4	0.4	–	0.4
Administrative expenses	–	(0.8)	(0.8)	–	(0.8)
Benefits paid	7.3	(7.3)	–	–	–
Actuarial gain/(loss)	8.3	(10.3)	(2.0)	0.7	(1.3)
At 31 December 2024	(105.3)	119.4	14.1	(1.8)	12.3

2023
	Present value	Fair value of		Impact of
	of obligation	plan assets	Total	asset ceiling	Total
	£m	£m	£m	£m	£m
At 1 January 2023	(115.2)	134.7	19.5	(4.1)	15.4
Expected return on assets	–	6.5	6.5	–	6.5
Interest costs	(5.6)	–	(5.6)	(0.2)	(5.8)
Employer contributions	–	0.4	0.4	–	0.4
Administrative expenses	–	(1.0)	(1.0)	–	(1.0)
Benefits paid	8.4	(8.3)	0.1	–	0.1
Actuarial (loss)/gain	(3.1)	(1.0)	(4.1)	1.9	(2.2)
At 31 December 2023	(115.5)	131.3	15.8	(2.4)	13.4

The Group expects, based on the valuations and funding requirements including expenses, to contribute £0.4m to its

defined benefit pension schemes in 2025 (2024: £0.1m).

The principal weighted average valuation assumptions are as follows:

	2024	2023
	%	%
Rate of increase in pensions in payment	3.2	3.1
Price inflation (RPI)	3.2/3.3	3.1/3.2
Price inflation (CPI)	2.9	2.8
Discount rate for scheme liabilities	5.6	4.8

FINANCIAL STATEMENTS —

186

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

The mortality assumptions used to assess the defined benefit obligations at 31 December 2024 and

31 December 2023 are based on the ‘SAPS’ standard mortality tables, being S3PA for the Clarkson PLC scheme

with a scheme-specific adjustment of 90% (2023: 90%), S3PA for the Plowrights scheme with a scheme-specific

adjustment of 84% for males and 98% for females (2023: S3PA 84% for males and 98% for females) and for the

Stewarts scheme 100% of S3PA ‘light’ for males and 100% of S3PA for females (2023: 100% of S3PA ‘light’ for males

and 100% of S3PA for females). These tables have been adjusted to allow for anticipated future improvements in life

expectancy using the standard projection model published in 2024 (2023: model published in 2023). Examples of

the assumed future life expectancy are given in the table below:

			Additional years
		2024	2023
Post-retirement life expectancy on retirement at age 65:
Employees retiring in the year	– male	22.2–22.7	22.2–22.7
	– female	23.9–24.7	23.9–24.7
Employees retiring in 20 years’ time	– male	23.5–24.0	23.5–24.0
	– female	25.3–26.1	25.3–26.0

Experience adjustments

	2024	2023
	£m	£m
Experience loss on schemes’ assets	(10.3)	(1.0)
Gain on schemes’ liabilities due to changes in demographic assumptions	0.3	2.9
Gain/(loss) on schemes’ liabilities due to changes in financial assumptions	8.6	(3.7)
Loss on schemes’ liabilities due to experience adjustments	(0.6)	(2.3)
Gain on asset ceiling	0.7	1.9
Actuarial loss	(1.3)	(2.2)
Income tax credit on actuarial loss	0.4	0.6
Actuarial loss – net of tax	(0.9)	(1.6)

Sensitivities

The table below shows the sensitivity of the defined benefit obligation to changes to the most significant actuarial

assumptions. The impact of changes to each assumption is shown in isolation although, in practice, changes to

assumptions may occur at the same time and can either offset or compound the overall impact on the defined

benefit obligation. A change of 0.50% in discount rate (2023: 0.25%) and 0.25% for price inflation (2023: 0.25%) is

deemed appropriate given the movement in assumptions during the current and previous years. The sensitivities

have been calculated using the same methodology as the main calculations. The weighted average duration of the

defined obligation is 12 years.

		2024		2023
		Change in		Change in
		defined		defined
	Change in	benefit	Change in	benefit
	assumption	obligation	assumption	obligation
	%	%	%	%
Discount rate for scheme liabilities	0.50	(5.3)	0.25	(2.9)
	(0.50)	5.8	(0.25)	3.1
Price inflation (RPI)	0.25	2.3	0.25	2.4
	(0.25)	(2.2)	(0.25)	(2.4)

An increase of one year in the assumed life expectancy for both males and females would increase the benefit

obligation by 3.3% (2023: 3.4%).

187

CLARKSON PLC — 2024 ANNUAL REPORT

24 Share capital

Ordinary shares of 25p each, issued and fully paid:

		2024		2023
	Number of		Number of
	shares	£m	shares	£m
At 1 January	30,725,498	7.7	30,622,110	7.7
Additions	52,737	–	103,388	–
At 31 December	30,778,235	7.7	30,725,498	7.7

During the year, the Company issued 52,737 shares (2023: 103,388 ) in relation to the ShareSave scheme.

The difference between the exercise price (ranging from £19.28-£31.44 (2023: £18.30-£22.51)) and the nominal value

of £0.25 was taken to the share premium account, see note 25.

Shares held by Employee Benefit Trusts

The trustees have waived their right to dividends on the unallocated shares held in the employee share trust.

25 Other reserves

2024
			Employee	Capital			Currency
	Share	ESOP	benefits	redemption	Hedging	Merger	translation
	premium	reserve	reserve	reserve	reserve	reserve	reserve	Total
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024	38.4	(2.8)	4.1	2.0	2.7	55.7	4.8	104.9
Other comprehensive
loss:
Foreign exchange
differences on retranslation of foreign operations	–	–	–	–	–	–	(12.0)	(12.0)
Foreign currency
hedges recycled to profit or loss – net of tax	–	–	–	–	0.1	–	–	0.1
Foreign currency
hedge revaluations
– net of tax	–	–	–	–	(4.9)	–	–	(4.9)
Total other comprehensive loss	–	–	–	–	(4.8)	–	(12.0)	(16.8)
Share issues	1.2	–	–	–	–	–	–	1.2
Employee share
schemes:
Share-based
payments expense	–	–	2.5	–	–	–	–	2.5
Transfer to profit
and loss on vesting	–	3.9	(2.8)	–	–	–	–	1.1
ESOP shares
acquired	–	(26.4)	–	–	–	–	–	(26.4)
Equity-settled
liabilities	–	22.5	–	–	–	–	–	22.5
Total employee share
schemes	–	–	(0.3)	–	–	–	–	(0.3)
At 31 December 2024	39.6	(2.8)	3.8	2.0	(2.1)	55.7	(7.2)	89.0

FINANCIAL STATEMENTS —

188

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

2023
			Employee	Capital			Currency
	Share	ESOP	benefits	redemption	Hedging	Merger	translation
	premium	reserve	reserve	reserve	reserve	reserve	reserve	Total
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2023	36.5	–	3.7	2.0	(5.1)	55.7	22.0	114.8
Other comprehensive income/(loss):
Foreign exchange
differences on retranslation of foreign operations	–	–	–	–	–	–	(17. 2)	(17. 2)
Foreign currency
hedges recycled to profit or loss – net of tax	–	–	–	–	2.1	–	–	2.1
Foreign currency
hedge revaluations
– net of tax	–	–	–	–	5.7	–	–	5.7
Total other comprehensive income/(loss)	–	–	–	–	7. 8	–	(17. 2)	(9.4)
Share issues	1.9	–	–	–	–	–	–	1.9
Employee share
schemes:
Share-based
payments expense	–	–	1.9	–	–	–	–	1.9
Transfer to profit
and loss on vesting	–	–	(1.5)	–	–	–	–	(1.5)
ESOP shares
acquired	–	(49.5)	–	–	–	–	–	(49.5)
Equity-settled
liabilities	–	46.7	–	–	–	–	–	46.7
Total employee share
schemes	–	(2.8)	0.4	–	–	–	–	(2.4)
At 31 December 2023	38.4	(2.8)	4.1	2.0	2.7	55.7	4.8	104.9

Nature and purpose of other reserves

ESOP reserve

The ESOP reserve in the Group represents 68,981 shares (2023: 96,655 shares) purchased by the Employee Benefit

Trusts to meet obligations under various incentive schemes. The shares are stated at cost. The market value of these

shares at 31 December 2024 was £2.7m (2023: £3.1m). At 31 December 2024 none of these shares were under option

(2023: none). During the year the share purchase trusts acquired 649,155 shares at a weighted average price of

£40.72 (2023: 1,531,668 shares at £32.29); see note 22 for further details of share incentive schemes.

Employee benefits reserve

The employee benefits reserve is used to record the value of equity-settled share-based payments provided to

employees. Details are included in note 22.

Capital redemption reserve

The capital redemption reserve arose on previous share buy-backs by Clarkson PLC.

Hedging reserve

This reserve comprises the effective portion of the fair value of cash flow hedging instruments relating to hedged

transactions that have not yet occurred. Realised hedges are recycled to the statement of comprehensive income.

Movements are net of tax. Further details on hedging are shown in note 27.

Merger reserve

This comprises the premium on the share placing in November 2014 and the shares issued in February 2015 as

part of the acquisition of Clarksons Norway AS (formerly Clarksons Platou AS/RS Platou ASA). No share premium

is recorded in the financial statements, through the operation of the merger relief provisions of the Companies

Act 2006.

189

CLARKSON PLC — 2024 ANNUAL REPORT

25 Other reserves continued

Currency translation reserve

The currency translation reserve represents the currency translation differences arising from the consolidation

of foreign operations.

26 Financial commitments and contingencies

Contingencies

The Group has given no financial commitments to suppliers (2023: none).

The Group has given no guarantees (2023: none).

From time to time, the Group is engaged in litigation in the ordinary course of business. The Group carries

professional indemnity insurance.

There is currently no litigation that is expected to have a material adverse financial impact on the Group’s

consolidated results or net assets.

The Group also maintained throughout the financial year Directors’ and Officers’ liability insurance in respect

of its Directors.

27 Financial risk management objectives and policies

The Group’s principal financial liabilities comprise trade and other payables and lease liabilities. The Group’s principal

financial assets are trade receivables, investments, cash and cash equivalents and short-term deposits, which arise

directly from its operations.

The Group has not entered into derivative transactions other than the forward currency contracts explained later

in this section. It is, and was throughout 2024 and 2023, the Group’s policy that no trading in derivatives shall be

undertaken for speculative purposes.

The main risks arising from the Group’s financial instruments are credit risk, liquidity risk and foreign exchange

risk. The Board reviews and agrees policies for managing each of these risks which are summarised below.

Credit risk

The Group seeks to trade only with recognised, creditworthy third parties, except in a limited number of

circumstances where a provision is recognised at the time of invoicing. Credit risk arises when debtors fail to pay

their obligations. Receivable balances are monitored on an ongoing basis and any potential bad debts identified

at an early stage. The maximum exposure is the carrying amounts as disclosed in note 15; based on experience

and ongoing market information about the creditworthiness of counterparties, we reasonably expect to collect all

amounts unimpaired. There are no significant concentrations of credit risk within the Group, due to the large number

of clients comprising the Group’s client base.

Trade receivables are written off when there is no reasonable expectation of recovery, such as the commencement

of legal proceedings, financial difficulties of the counterparty, or a significant time period has elapsed since the debt

was due. Impairment losses on trade receivables are presented within administrative expenses. In a limited number

of circumstances, where doubt exists as to the ability to collect payment, a provision is made at the time of invoicing

and included within revenue. Subsequent recoveries of amounts previously written off are credited against the same

line item.

Other financial assets are written off when there is no reasonable expectation of recovery, such as the

commencement of legal proceedings, financial difficulties of the counterparty, or a significant time period has

elapsed since the debt was due.

With respect to credit risk arising from cash and cash equivalents and deposits held as current investments, these are

considered low risk as the financial institutions used are closely monitored by the Group treasury function to ensure

they are held with creditworthy institutions and to ensure there is no over exposure to any one institution.

For all financial assets held, the Group’s exposure to credit risk arises from default of the counterparty, with a

maximum exposure equal to the carrying amount of these instruments.

FINANCIAL STATEMENTS —

190

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

Liquidity risk

The Group seeks to ensure that sufficient liquidity exists in the right locations to meet the Group’s financial

obligations and related funding requirements in a timely manner, including dividends and taxes, and provide funds

for capital expenditure and investment opportunities as they arise. Cash and cash equivalent balances are held with

the primary objective of capital security and availability, with a secondary objective of generating returns. Funding

requirements are monitored by the Group’s finance function with cash flow forecasting performed at both an entity

and Group level. As a normal part of its operations, the Group could face liquidity issues if it experienced a sustained

reduction in profitability, problems in the collection of debts from clients or unplanned expenditure.

The tables below summarise the maturity profile of the Group’s financial liabilities at 31 December based on

contractual undiscounted payments.

31 December 2024
	Less than	3 to 12	1 to 5	5 to 10
	3 months	months	years	years	Total
	£m	£m	£m	£m	£m
Trade and other payables	26.2	–	4.7	–	30.9
Gross settled foreign currency contracts:
Outflow	11.5	44.1	83.7	–	139.3
Inflow	(11.2)	(42.6)	(81.6)	–	(135.4)
Lease liabilities	3.1	9.1	27. 5	3.9	43.6
	29.6	10.6	34.3	3.9	78.4

31 December 2023
	Less than	3 to 12	1 to 5	5 to 10
	3 months	months	years	years	Total
	£m	£m	£m	£m	£m
Trade and other payables	54.0	–	3.2	–	57.2
Deferred consideration	0.4	–	–	–	0.4
Lease liabilities	3.2	8.6	30.8	6.0	48.6
	57.6	8.6	34.0	6.0	106.2

The following table shows the total liabilities arising from financing activities.

		2024	Interest-		2023
			bearing
	Lease		loans and	Lease
	liabilities	Total	borrowings	liabilities	Total
	£m	£m	£m	£m	£m
At 1 January	43.2	43.2	–	47.6	47. 6
Arising on acquisitions	–	–	0.5	3.5	4.0
Cash flows – principal	(10.9)	(10.9)	(0.5)	(10.5)	(11.0)
Cash flows – interest	(1.5)	(1.5)	–	(1.7)	(1.7)
Interest charges	1.5	1.5	–	1.7	1.7
Other non-cash movements	6.9	6.9	–	4.1	4.1
Foreign exchange differences	(1.1)	(1.1)	–	(1.5)	(1.5)
At 31 December	38.1	38.1	–	43.2	43.2

Other non-cash movements include the net impact of additions, modifications and terminations relating to leases

during the year.

191

CLARKSON PLC — 2024 ANNUAL REPORT

27 Financial risk management objectives and policies continued

Foreign exchange risk

The Group has transactional currency exposures arising from revenues and expenses in currencies other than

its functional currency, which can significantly impact results and cash flows. The Group’s revenue is mainly

denominated in US dollars and the majority of expenses are denominated in local currencies. The Group also has

balance sheet exposures, either at the local entity level where monetary assets and liabilities are held in currencies

other than the functional currency, or at a Group level on the retranslation of non-sterling balances into the Group’s

functional currency.

Our aim is to manage this risk by reducing the impact of any fluctuations. The Group hedges currency exposure

through forward sales of US dollar revenues. US dollars are also sold on the spot market to meet local currency

expenditure requirements. Rates of exchange, non-sterling balances and asset exposures by currency are continually

assessed.

The Group is most sensitive to changes in the US dollar exchange rates. The sensitivity analysis assumes an

instantaneous 5% change in the US dollar exchange rates from their levels at 31 December 2024, with all other

variables held constant. The following table demonstrates the sensitivity to a reasonably possible change in this rate,

with all other variables held constant, of the Group’s profit before taxation and equity.

	Strengthening/	Effect on
	(weakening)	profit before	Effect on
	in rate	taxation	equity
	%	£m	£m
2024	5.0	2.3	(5.1)
	(5.0)	(2.1)	4.6
2023	5.0	3.4	(3.3)
	(5.0)	(3.1)	3.0

Derivative financial instruments

It is the Group’s policy to cover or hedge a proportion of its future transactional US dollar revenues in the UK and

Norway with foreign currency contracts. The strategy is to protect the Group against a significant weakening of the

US dollar. The Group considers the hedge to be effective if each forward contract is settled with the bank and the

US dollars sold represent collections from previous months’ invoicing. Should the hedging ratio be greater than one

(that is, contracted sales are greater than US dollar revenues) then the hedge is deemed to be ineffective. Where

these are designated and documented as hedging instruments in the context of IFRS 9 and are demonstrated to be

effective, mark-to-market gains and losses are recognised directly in equity (see note 25). These are transferred to

the income statement, within revenue, upon receipt of cash and conversion to sterling of the underlying item being

hedged. All of the contracts settled during the year were effective. There were no contracts deemed ineffective

during the year.

FINANCIAL STATEMENTS —

192

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

The fair value of foreign currency contracts at 31 December are as follows:

		Assets		Liabilities
	2024	2023	2024	2023
	£m	£m	£m	£m
Foreign currency contracts	1.1	3.5	3.9	–

At 31 December, the Group had the following US$/GBP forward contracts for settlement:

		2024		2023
		Average rate		Average rate
	US$m	US$/£	US$m	US$/£
For settlement in 2024	–	–	90.0	1.27
For settlement in 2025	99.0	1.25	65.0	1.23
For settlement in 2026	60.0	1.28	10.0	1.26
For settlement in 2027	30.0	1.29	–	–

At 31 December, the Group had the following US$/NOK forward contracts for settlement:

		2024		2023
		Average rate		Average rate
	US$m	NOK/US$	US$m	NOK/US$
For settlement in 2024	–	–	21.0	10.53
For settlement in 2025	20.7	10.77	10.0	10.48
For settlement in 2026	10.0	10.97	5.0	10.97
For settlement in 2027	5.0	10.90	–	–

Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern

in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal

capital structure to reduce the cost of capital. Total capital is calculated as equity as shown in the consolidated

balance sheet.

The Group manages its capital structure, and makes adjustments to it, in light of changes in economic conditions.

To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return

capital to shareholders or issue new shares.

No changes were made in the objectives, policies or processes during the years ended 31 December 2024 or

31 December 2023. These financial statements are prepared on the going concern basis and the Group continues

to pay dividends.

A number of the Group’s trading entities are subject to regulation by the Norwegian FSA, the FCA in the UK,

the MAS in Singapore, and the CFTC and the NFA, SEC and FINRA in the US. Regulatory capital at an entity level

depends on the jurisdiction in which it is incorporated. In each case, the approach is to hold an appropriate surplus

over the local minimum requirement. Each regulated entity complied with their regulatory capital requirements

throughout the year.

193

CLARKSON PLC — 2024 ANNUAL REPORT

28 Financial instruments

Fair values

IFRS 13 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

— quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

— inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly

(that is, as prices) or indirectly (that is, derived from prices) (Level 2); and

— inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)

(Level 3).

The following table presents the Group’s assets and liabilities that are measured at fair value at 31 December.

		Level 1		Level 2		Level 3
	2024	2023	2024	2023	2024	2023
	£m	£m	£m	£m	£m	£m
Assets
Investments at fair value through profit or loss (‘FVPL’)	0.3	0.3	1.8	1.2	–	–
Foreign currency contracts	–	–	1.1	3.5	–	–
	0.3	0.3	2.9	4.7	–	–
Liabilities
Foreign currency contracts	–	–	3.9	–	–	–
	–	–	3.9	–	–	–

FVPL investments are valued based on quoted prices in an active market (Level 1) or based on quoted prices for

similar assets (Level 2); FVOCI investments are categorised as Level 3 as the shares are not listed on an exchange

and there were no recent observable arm’s-length transactions in the shares. The fair value of the foreign currency

contracts are calculated by management based on external valuations received. These valuations are calculated

based on forward exchange rates at the balance sheet date.

Investment properties are not measured at fair value, but the fair value is disclosed in note 11.

The classification of financial assets and financial liabilities at 31 December is as follows:

Financial assets

2024 2023

Hedging

instruments

£m

Fair value

through

profit or

loss

£m

Amortised

cost

£m

Total

£m

Hedging

instruments

£m

Fair value

through

profit or loss

£m

Amortised

cost

£m

Total

£m

Other receivables – – 8.0 8.0 – – 13.1 13.1

Investments – 2.1 62.0 64.1 – 1.5 39.9 41.4

Trade receivables – – 110.6 110.6 – – 121.7 121.7

Foreign currency

contracts 1.1 – – 1.1 3.5 – – 3.5

Cash and cash

equivalents – – 431.3 431.3 – – 398.9 398.9

1.1 2.1 611.9 615.1 3.5 1.5 573.6 578.6

FINANCIAL STATEMENTS —

194

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTINUED

Financial liabilities

			2024			2023
	Hedging	Amortised		Hedging	Amortised
	instruments	cost	Total	instruments	cost	Total
	£m	£m	£m	£m	£m	£m
Trade payables	–	18.8	18.8	–	34.4	34.4
Other payables	–	12.1	12.1	–	22.8	22.8
Foreign currency contracts	3.9	–	3.9	–	–	–
Deferred consideration	–	–	–	–	0.4	0.4
Lease liabilities	–	38.1	38.1	–	43.2	43.2
	3.9	69.0	72.9	–	100.8	100.8

The carrying value of current and non-current financial assets and liabilities is deemed to equate to the fair value at

31 December 2024 and 2023.

Net losses on financial assets at fair value through profit or loss amounted to £0.1m (2023: £0.1m). Net losses on

financial assets at fair value through other comprehensive income were £nil (2023: £nil). Gains/(losses) on trade

receivables (measured at amortised cost) are shown in note 15.

29 Related party transactions

As in 2023, the Group did not enter into any related party transactions during the year, except as noted below.

As mentioned in the biographies in the Board of Directors on page 91, Sue Harris is a Non-Executive Director of

Schroder & Co. Limited and Chair of the Audit and Risk Committee of the Wealth Management Division. Another

Schroder Group company is one of the investment managers of the defined benefit section of the Clarkson PLC

pension scheme. In 2020, Jeff Woyda was appointed to the Board of Trustees of The Clarkson Foundation.

Post employment benefits

See note 23 for details of contributions to the Group’s pension schemes.

Compensation of key management personnel (including Directors)

There were no key management personnel in the Group apart from the Clarkson PLC Directors. Details of their

compensation are set out below.

	2024	2023
	£m	£m
Short-term employee benefits	15.5	14.6
Post-employment benefits	0.1	0.1
Share-based payments	1.1	1.1
	16.7	15.8

Full remuneration details are provided in the Directors’ Remuneration Report on pages 117 to 134.

30 Non-controlling interest

The non-controlling interest relates to 14 entities based in Norway, in the Financial segment, and one entity in the US,

in the Support segment.

The subsidiaries that have a non-controlling interest were not material to the Group.

195

CLARKSON PLC — 2024 ANNUAL REPORT

Note

2024

£m

2023

£m

Non-current assets

Property, plant and equipment C 8.6 9.6

Investment properties D 0.2 0.3

Right-of-use assets E 12.1 14.6

Investments in subsidiaries F 163.2 167.2

Employee benefits P 12.4 13.8

Deferred tax assets G 1.5 2.1

198.0 2 07. 6

Current assets

Trade and other receivables H 173.1 95.2

Income tax receivable 6.6 7. 8

Investments I – 0.5

Cash and cash equivalents J 2.3 20.2

182.0 123.7

Current liabilities

Trade and other payables K (27.6) (43.3)

Lease liabilities L (3.3) (3.3)

Provisions M (0.6) –

(31.5) (46.6)

Net current assets 150.5 7 7.1

Non-current liabilities

Lease liabilities L (12.6) (15.9)

Provisions M (1.1) (1.1)

(13.7) ( 17.0)

Net assets 334.8 2 6 7.7

Capital and reserves

Share capital Q 7.7 7.7

Other reserves R 101.1 100.2

Retained earnings 226.0 159.8

Total equity 334.8 2 6 7.7

The Company’s profit for the year was £98. 1m (2023: £36.8m).

The financial statements on pages 196 to 214 were approved by the Board on 7 March 2025, and signed on its behalf

by:

Jeff Woyda

Chief Financial Officer & Chief Operating Officer

Registered number: 1190238

FINANCIAL STATEMENTS —

196

CLARKSON PLC — 2024 ANNUAL REPORT

PARENT COMPANY BALANCE SHEET

AS AT 31 DECEMBER

Note

Attributable to equity holders of the Parent Company

capital

£m

Other

reserves

£m

Retained

earnings

£m

Total equity

£m

Balance at 1 January 2024 7.7 100.2 159.8 267.7

Profit for the year – – 98.1 98.1

Other comprehensive expense:

Actuarial loss on employee benefit schemes –

net of tax P – – (1.0) (1.0)

Total comprehensive income for the year – – 97.1 97.1

Transactions with owners:

Share issues R – 1.2 – 1.2

Employee share schemes – (0.3) (0.4) (0.7)

Tax on other employee benefits – – 1.0 1.0

Dividend paid B – – (31.5) (31.5)

Total transactions with owners – 0.9 (30.9) (30.0)

Balance at 31 December 2024 7.7 101.1 226.0 334.8

Note

Attributable to equity holders of the Parent Company

capital

£m

Other

reserves

£m

Retained

earnings

£m

Total equity

£m

Balance at 1 January 2023 7.7 97. 9 153.4 259.0

Profit for the year – – 36.8 36.8

Other comprehensive expense:

Actuarial loss on employee benefit schemes –

net of tax P – – (1.4) (1.4)

Total comprehensive income for the year – – 35.4 35.4

Transactions with owners:

Share issues R – 1.9 – 1.9

Employee share schemes – 0.4 (1.1) (0.7)

Tax on other employee benefits – – 0.3 0.3

Tax on other items in equity – – 0.1 0.1

Dividend paid B – – (28.3) (28.3)

Total transactions with owners – 2.3 (29.0) (26.7)

Balance at 31 December 2023 7.7 100.2 159.8 2 6 7.7

197

CLARKSON PLC — 2024 ANNUAL REPORT

PARENT COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER

A Statement of accounting policies

The accounting policies applied in the preparation of the Parent Company financial statements are the same as those

set out in note 2 to the consolidated financial statements, except for the following additional policies. The policies

have been applied consistently to all periods. These notes form an integral part of the Parent Company financial

statements on pages 196 to 214.

Statement of compliance

The financial statements of Clarkson PLC have been prepared on a going concern basis, under the historical cost

convention and in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101) and

the Companies Act 2006 as applicable to companies using FRS 101.

FRS 101 sets out a reduced disclosure framework for a ‘qualifying entity’ as defined in the standard which addresses

the financial reporting requirements and disclosure exemptions in the individual financial statements of qualifying

entities that otherwise apply the recognition, measurement and disclosure requirements of UK-adopted international

standards.

As permitted by FRS 101, Clarkson PLC has taken advantage of the disclosure exemptions available under that

standard in relation to business combinations, financial instruments, capital management, presentation of comparative

information in respect of certain assets, presentation of a cash flow statement, standards not yet effective, impairment

of assets and related party transactions. Where required, equivalent disclosures are given in the consolidated

financial statements of Clarkson PLC. There was no financial impact as a result of the transition to FRS101.

The Parent Company’s functional and presentational currency is pounds sterling.

The Parent Company has elected to take the exemption under section 408 of the Companies Act 2006 not to

present the Parent Company income statement or statement of comprehensive income. The profit for the Parent

Company for the year was £98.1m (2023: £36.8m).

Changes in accounting policy and disclosures

There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended

31December 2024 thathave a material impact on the Parent Company’s financial statements.

Critical accounting judgements and estimates

Estimates

Assessing the carrying value of investments in subsidiaries

Determining whether investments in subsidiaries are impaired requires an estimation of the value-in-use of the

subsidiary. The value-in-use calculation requires estimation of future cash flows expected to arise for the subsidiary,

the selection of suitable discount rates and the estimation of future growth rates. As determining such assumptions

is inherently uncertain and subject to future factors, there is the potential these may differ in subsequent periods and

therefore materially change the conclusions reached.

Accounting policies

Investments in subsidiaries

The Parent Company recognises its investments in subsidiaries at cost less provision for impairment. The Parent

Company assesses at each reporting date whether there is an indication that an investment may be impaired.

Ifany such indication exists, the Parent Company estimates the investment’s recoverable amount. An investment’s

recoverable amount is the higher of its fair value less costs to sell and its value-in-use, and is determined for an

individual investment. Where the carrying amount of an investment exceeds its recoverable amount, the investment

is considered impaired and is written down to its recoverable amount. In assessing value-in-use, the estimated

future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the investment.

An assessment is made at each reporting date as to whether there is any indication that previously recognised

impairment losses may no longer exist or may have decreased. If such indication exists, the Parent Company makes

an estimate of recoverable amount. A previously recognised impairment loss is reversed only if there has been a

change in the estimates used to determine the investment’s recoverable amount since the last impairment loss was

recognised. If that is the case, the carrying amount of the investment is increased to its recoverable amount. That

increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no

impairment loss been recognised for the investment in prior years.

Share-based payment transactions

The fair value of the compensation given to subsidiaries in respect of share-based payments is recognised as a

capital contribution over the vesting period, reduced by any payments received from subsidiaries.

FINANCIAL STATEMENTS —

198

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

B Dividends

2024

£m

2023

£m

Declared and paid during the year:

Final dividend for 2023 of 72p per share (2022: 64p per share) 21.8 19.3

Interim dividend for 2024 of 32p per share (2023: 30p per share) 9.7 9.0

Dividend paid 31.5 28.3

Proposed for approval at the AGM (not recognised as a liability at 31 December):

Final dividend for 2024 proposed of 77p per share (2023: 72p per share) 23.6 22.1

C Property, plant and equipment

2024

Freehold

and long

leasehold

properties

£m

Leasehold

improvements

£m

Office

furniture and

equipment

£m

Total

£m

Original cost

At 1 January 2024 1.7 14.4 10.8 26.9

Additions – – 1.3 1.3

At 31 December 2024 1.7 14.4 12.1 28.2

Accumulated depreciation

At 1 January 2024 0.5 8.6 8.2 17.3

Charged during the year 0.1 1.0 1.2 2.3

At 31 December 2024 0.6 9.6 9.4 19.6

Net book value at 31 December 2024 1.1 4.8 2.7 8.6

2023

Freehold

and long

leasehold

properties

£m

Leasehold

improvements

£m

Office

furniture and

equipment

£m

Total

£m

Original cost

At 1 January 2023 1.9 14.4 10.2 26.5

Additions – – 0.6 0.6

Disposals (0.2) – – (0.2)

At 31 December 2023 1.7 14.4 10.8 26.9

Accumulated depreciation

At 1 January 2023 0.7 7.6 7.2 15.5

Charged during the year – 1.0 1.0 2.0

Disposals (0.2) – – (0.2)

At 31 December 2023 0.5 8.6 8.2 17. 3

Net book value at 31 December 2023 1.2 5.8 2.6 9.6

199

CLARKSON PLC — 2024 ANNUAL REPORT

D Investment properties

2024

£m

2023

£m

Cost

At 1 January and 31 December 0.6 0.6

Accumulated depreciation

At 1 January 0.3 0.3

Charged during the year* 0.1 –

At 31 December 0.4 0.3

Net book value at 31 December 0.2 0.3

* Depreciation charged each year is less than £0.1m, occasionally this leads to a £0.1m charge in this table.

The fair value of the investment property at 31 December 2024 was £0.7m (2023: £0.8m). This was based on

a valuation from an external independent valuer who has the appropriate professional qualification and recent

experience of valuing properties in the location and of the type being valued.

E Right-of-use assets

Leasehold

properties

2024

£m

Leasehold

properties

2023

£m

Cost

At 1 January and 31 December 26.5 26.5

Accumulated depreciation

At 1 January 11.9 9.3

Charged during the year 2.5 2.6

At 31 December 14.4 11.9

Net book value at 31 December 12.1 14.6

F Investments in subsidiaries

2024

£m

2023

£m

Cost

At 1 January 167. 2 1 6 7. 2

Capital contributions from subsidiaries (4.0) –

At 31 December 163.2 167. 2

Capital contributions from subsidiaries represents the effect of share-based payments which are recognised over the

vesting period, less amounts recharged to the subsidiaries.

The investment in Clarksons Norway AS (formerly Clarksons Platou AS) is sensitive to changes in key assumptions

and therefore sensitivity analysis has been carried out using reasonably possible changes to these key assumptions,

none of which cause an impairment. An increase in the discount rate of 1% would decrease value-in-use by £9.3m

and a decrease in pre-tax cash flows of 5% would decrease value-in-use by £6.4m.

FINANCIAL STATEMENTS —

200

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

CONTINUED

G Deferred tax assets

2024

£m

2023

£m

Employee benefits – other employee benefits 4.5 5.1

Other temporary differences 0.6 1.0

Deferred tax assets before offset 5.1 6.1

Offset with deferred tax liabilities (3.6) (4.0)

Deferred tax assets in the balance sheet 1.5 2.1

Deferred tax assets and liabilities are offset and reported net where appropriate. See note N.

Included in the above are deferred tax assets of £1.3m (2023: £3.2m) which are expected to be utilised within

one year. Deferred tax assets are recognised to the extent that the realisation of the related tax benefit through

future taxable profits is probable. All deferred tax movements arise from the origination and reversal of temporary

differences.

There were no unrecognised tax losses in the year (2023: none)

H Trade and other receivables

2024

£m

2023

£m

Other receivables 0.4 0.3

Prepayments and accrued income 0.7 1.3

Owed by Group companies 172.0 93.6

173.1 95.2

The Company has no trade receivables (2023: none). All amounts owed by Group companies are payable on demand

with no interest being charged. As at 31 December 2024, the Company calculated the expected credit loss of

amounts owed by Group companies to be immaterial (2023: immaterial). Further details of related party receivables

are included in note T.

I Investments

2024

£m

2023

£m

Cash on deposit – 0.5

The Company held £nil (2023: £0.5m) in a deposit with a 95-day notice period. This deposit was held with an A-rated

financial institution.

J Cash and cash equivalents

2024

£m

2023

£m

Cash at bank and in hand 2.3 20.2

Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. The fair value of cash and

cash equivalents is £2.3m (2023: £20.2m).

201

CLARKSON PLC — 2024 ANNUAL REPORT

K Trade and other payables

2024

£m

2023

£m

Other payables 0.1 0.2

Owed to Group companies 2.2 17.0

Bonus accruals 20.6 20.7

Other accruals 4.7 4.1

Deferred income – 1.3

27.6 43.3

All amounts owed to Group companies are unsecured, interest free, have no fixed date of repayment and are

repayable on demand. Further details of related party payables are included in note T.

L Lease liabilities

2024

£m

2023

£m

Current

Lease liabilities 3.3 3.3

Non-current

Lease liabilities 12.6 15.9

M Provisions

2024

£m

2023

£m

Current

At 1 January – –

Arising during the year 0.6 –

At 31 December 0.6 –

Non-current

At 1 January and 31 December 1.1 1.1

Provisions have been recognised for various legal matters and for the dilapidation of various leasehold premises

which will be utilised on cessation of the lease. None of the leases contain extension options and rentals are not

linked to any index.

N Deferred tax liabilities

2024

£m

2023

£m

Employee benefits – on pension benefit asset 3.1 3.5

Other temporary differences 0.5 0.5

Deferred tax liabilities before offset 3.6 4.0

Offset with deferred tax assets (3.6) (4.0)

Deferred tax liabilities in the balance sheet – –

Deferred tax assets and liabilities are offset and reported net where appropriate, see note G.

None of the deferred tax liabilities are due within one year.

All deferred tax movements arise from the origination and reversal of temporary differences.

FINANCIAL STATEMENTS —

202

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

CONTINUED

O Share-based payment plans

2024

£m

2023

£m

Expense arising from equity-settled, share-based payment transactions 1.1 1.1

For more information on the Parent Company’s share-based payment plans, see note 22 of the consolidated financial

statements.

P Employee benefits

The Company operates two final salary defined benefit pension schemes, being the Clarkson PLC scheme and

the Plowrights scheme, both within the UK. The schemes are both registered as occupational pension schemes

with HMRC and are subject to UK legislation and oversight from the Pensions Regulator. These are funded by the

payment of contributions to separate trusts administered by trustees who are required to act in the best interests of

the schemes’ beneficiaries. Responsibility for governance of each scheme lies with the respective board of trustees

in accordance with the rules applicable to that scheme. Currently each board of trustees includes a representative

of the relevant principal employer. The schemes’ assets are invested in a range of pooled pension investment funds

managed by professional fund managers.

Defined benefit pension arrangements give rise to open-ended commitments and liabilities for the sponsoring

company. As a consequence, the Company closed its original defined benefit section of the Clarkson PLC scheme

to new entrants on 31 March 2004. This section was closed to further accrual for all existing members as from

31 March 2006. The Plowrights scheme was closed to further accrual from 1 January 2006.

Every three years, a pension scheme must obtain from an actuary a report containing a valuation and a

recommendation on rates of contribution. UK legislation requires that pension schemes are funded prudently

and must adhere to the statutory funding objective. Triennial valuations for both schemes have been prepared as

detailedbelow.

The actuarial valuation of the Clarkson PLC scheme shows a pension surplus on an ongoing basis of £11.5m (105%)

as at 31 March 2022. Following the 2016 valuation, Clarkson PLC and the Trustees had agreed to cease funding with

effect from 1 October 2016. Since 1 May 2021 all expenses of the scheme have been met from the surplus assets.

The actuarial valuation of the Plowrights scheme shows a pension surplus on an ongoing basis of £3.0m (108%) as

at 31 March 2022. Clarkson PLC and the Trustees agreed to cease funding with effect from 1 December 2019. Since

1April 2020 all expenses of the scheme have been met from the surplus assets.

In June 2023, in the case of Virgin Media vs NTL Pension Trustees II Limited, the High Court judged that amendments

made to the Virgin Media scheme were invalid because they were not accompanied by the correct actuarial

confirmation. On 25 July 2024, the Court of Appeal upheld the June 2023 High Court decision. The Company and

Trustees are reviewing this development and considering any implications for the Schemes. No adjustments have

been made to the Parent Company Financial Statements as at 31 December 2024.

The Company is exposed to a number of risks, the most significant of which are detailed as follows:

Asset volatility

The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if a scheme’s

assets underperform this yield, this will create a deficit. The two schemes have de-risked by replacing their equity

holdings with less volatile investments.

Changes in bond yields

A decrease in corporate bond yields will increase a scheme’s liabilities, although this will be partially offset by an

increase in the value of the schemes’ bond holdings.

Inflation risk

Some of the Company pension obligations are linked to inflation. The majority of the schemes’ assets are either

unaffected by (fixed-interest bonds) or loosely correlated with (equities) inflation, meaning that an increase in

inflation will also increase the deficit.

203

CLARKSON PLC — 2024 ANNUAL REPORT

P Employee benefits continued

Life expectancy

The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life

expectancy will result in an increase in the schemes’ liabilities.

Other pension arrangements

The Company operates a defined contribution pension scheme. Where required, the Company also makes

contributions to this scheme.

The Company incurs no material expenses in the provision of post-retirement benefits other than pensions.

The following information relates to the sum of the two separate schemes.

The following tables summarise amounts recognised in the balance sheet and the components of net benefit charge

recognised in the income statement:

Recognised in the balance sheet

2024

£m

2023

£m

Fair value of schemes’ assets 109.4 120.6

Present value of funded defined benefit obligations (95.2) (104.4)

14.2 16.2

Effect of asset ceiling in relation to the Plowrights scheme (1.8) (2.4)

Net benefit asset recognised in the balance sheet 12.4 13.8

The net benefit asset disclosed above is the combined total of the two schemes. The Clarkson PLC scheme has a

surplus of £12.4m (2023: £13.8m) and the Plowrights scheme has a recognised surplus of £nil (2023: £nil).

The surplus in the Clarkson PLC scheme is recognised, as there are future economic benefits available in the form of

a reduction in future contributions to the defined contribution section of the scheme and, in the event of wind up,

excess surplus is refundable to the Company. There is not considered to be an unconditional right to receive such

future economic benefits in respect of the Plowrights scheme and therefore the surplus of £1.8m (2023: £2.4m)

cannot be recognised.

A deferred tax liability on the benefit asset of £3.1m (2023: £3.5m) is shown in note N.

FINANCIAL STATEMENTS —

204

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

CONTINUED

Recognised in the income statement

2024

£m

2023

£m

Recognised in other finance income – pensions:

Expected return on schemes’ assets 5.6 6.0

Interest cost on benefit obligation and asset ceiling (5.0) (5.2)

Recognised in administrative expenses:

Schemes’ administrative expenses (0.7) (1.0)

Net benefit charge recognised in the income statement (0.1) (0.2)

Recognised in the statement of comprehensive income

2024

£m

2023

£m

Actual return on schemes’ assets (3.8) 5.1

Less: expected return on schemes’ assets (5.6) (6.0)

Actuarial loss on schemes’ assets (9.4) (0.9)

Actuarial gain/(loss) on defined benefit obligations 7.4 (2.8)

Actuarial loss recognised in the statement of comprehensive income (2.0) (3.7)

Tax credit on actuarial loss 0.5 0.8

Effect of asset ceiling in relation to the Plowrights scheme 0.7 1.9

Tax charge on asset ceiling (0.2) (0.4)

Net actuarial loss on employee benefit obligations (1.0) (1.4)

Cumulative amount of actuarial losses, before tax, recognised

in the statement of comprehensive income (6.7) (4.7)

Schemes’ assets

2024

£m %

2023

£m

Government bonds* – – 30.1 36.3

Corporate bonds* 53.7 58.8 28.4 34.3

Investment funds* 31.3 34.2 22.6 27. 2

Cash and other assets 15.0 16.4 18.9 22.8

100.0 109.4 100.0 120.6

* The schemes’ assets are invested in pooled investment vehicles which are unquoted. The allocation in the table above considers the

underlying assets of these funds.

205

CLARKSON PLC — 2024 ANNUAL REPORT

P Employee benefits continued

Net defined benefit asset

Changes in the fair value of the net defined benefit asset are as follows:

2024

Present value

of obligation

£m

Fair value of

plan assets

£m

Total

£m

Impact of

asset ceiling

£m

Total

£m

At 1 January 2024 (104.4) 120.6 16.2 (2.4) 13.8

Expected return on assets – 5.6 5.6 – 5.6

Interest costs (4.9) – (4.9) (0.1) (5.0)

Administrative expenses – (0.7) (0.7) – (0.7)

Benefits paid 6.7 (6.7) – – –

Actuarial gain/(loss) 7.4 (9.4) (2.0) 0.7 (1.3)

At 31 December 2024 (95.2) 109.4 14.2 (1.8) 12.4

2023

Present value

of obligation

£m

Fair value of

plan assets

£m

Total

£m

Impact of

asset ceiling

£m

Total

£m

At 1 January 2023 (104.5) 124.4 19.9 (4.1) 15.8

Expected return on assets – 6.0 6.0 – 6.0

Interest costs (5.0) – (5.0) (0.2) (5.2)

Administrative expenses – (1.0) (1.0) – (1.0)

Benefits paid 7.9 ( 7.9) – – –

Actuarial (loss)/gain (2.8) (0.9) (3.7) 1.9 (1.8)

At 31 December 2023 (104.4) 120.6 16.2 (2.4) 13.8

Based on the valuations and funding requirements including expenses, the Company does not expect to contribute

to its defined benefit pension schemes in 2025 (2024: £nil).

The principal valuation assumptions are as follows:

2024

2023

Rate of increase in pensions in payment 3.2 2.9

Price inflation (RPI) 3.2/3.3 3.1/3.2

Price inflation (CPI) 2.9 2.8

Discount rate for schemes’ liabilities 5.6 4.8

The mortality assumptions used to assess the defined benefit obligations at 31 December 2024 and

31 December 2023 are based on the ‘SAPS’ standard mortality tables, being S3PA for the Clarkson PLC scheme with

a scheme-specific adjustment of 90% (2023: 90%) and S3PA for the Plowrights scheme with a scheme-specific

adjustment of 84% for males and 98% for females (2023: S3PA 84% for males and 98% for females). These tables

have been adjusted to allow for anticipated future improvements in life expectancy using the standard projection

model published in 2024 (2023: model published in 2023). Examples of the assumed future life expectancy are given

in the table below:

Additional years

2024 2023

Post-retirement life expectancy on retirement at age 65:

Employees retiring in the year – male 22.2–22.7 22.2–22.7

– female 24.1–24.7 24.0–24.7

Employees retiring in 20 years’ time – male 23.5–24.0 23.5–24.0

– female 25.5–26.1 25.4–26.0

FINANCIAL STATEMENTS —

206

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

CONTINUED

Experience adjustments

2024

£m

2023

£m

Experience loss on schemes’ assets (9.4) (0.9)

Gain on schemes’ liabilities due to changes in demographic assumptions 0.2 2.9

Gain/(loss) on schemes’ liabilities due to changes in financial assumptions 7.8 (3.4)

Loss on schemes’ liabilities due to experience adjustments (0.6) (2.3)

Gain on asset ceiling 0.7 1.9

Actuarial loss (1.3) (1.8)

Income tax credit on actuarial loss 0.3 0.4

Actuarial loss – net of tax (1.0) (1.4)

Sensitivities

The table below shows the sensitivity of the defined benefit obligation to changes to the most significant actuarial

assumptions. The impact of changes to each assumption is shown in isolation although, in practice, changes to

assumptions may occur at the same time and can either offset or compound the overall impact on the defined

benefit obligation. A change of 0.50% in discount rate (2023: 0.25%) and 0.25% for price inflation (2023: 0.25%) is

deemed appropriate given the movement in assumptions during the current and previous years. The sensitivities

have been calculated using the same methodology as the main calculations. Theweighted average duration of the

defined obligation is 12 years.

2024 2023

Change in

assumption

Change in

defined

benefit

obligation

Change in

assumption

Change in

defined

benefit

obligation

Discount rate for scheme liabilities 0.50 (5.3) 0.25 (2.9)

(0.50) 5.8 (0.25) 3.1

Price inflation (RPI) 0.25 2.5 0.25 2.7

(0.25) (2.4) (0.25) (2.6)

An increase of one year in the assumed life expectancy for both males and females would increase the defined

benefit obligation by 3.3% (2023: 3.4%).

Q Share capital

Ordinary shares of 25p each, issued and fully paid:

Number of

2024

£m

Number of

2023

£m

At 1 January 30,725,498 7.7 30,622,110 7.7

Additions 52,737 – 103,388 –

At 31 December 30,778,235 7.7 30,725,498 7.7

During the year, the Company issued 52,737 shares (2023: 103,388) in relation to the ShareSave scheme.

The difference between the exercise price, ranging from £19.28–£31.44 (2023: £18.30–£22.51), and the nominal value

of £0.25 was taken to the share premium account, see note R.

207

CLARKSON PLC — 2024 ANNUAL REPORT

R Other reserves

2024

premium

£m

Employee

benefits

reserve

£m

Capital

redemption

reserve

£m

Merger

reserve

£m

Total

£m

At 1 January 2024 38.4 4.1 2.0 55.7 100.2

Share issues 1.2 – – – 1.2

Employee share schemes:

Share-based payments expense – 2.5 – – 2.5

Transfer to profit and loss on vesting – (2.8) – – (2.8)

Total employee share schemes – (0.3) – – (0.3)

At 31 December 2024 39.6 3.8 2.0 55.7 101.1

2023

premium

£m

Employee

benefits

reserve

£m

Capital

redemption

reserve

£m

Merger

reserve

£m

Total

£m

At 1 January 2023 36.5 3.7 2.0 55.7 97.9

Share issues 1.9 – – – 1.9

Employee share schemes:

Share-based payments expense – 1.9 – – 1.9

Transfer to profit and loss on vesting – (1.5) – – (1.5)

Total employee share schemes – 0.4 – – 0.4

At 31 December 2023 38.4 4.1 2.0 55.7 100.2

Nature and purpose of other reserves

Employee benefits reserve

The employee benefits reserve is used to record the value of equity-settled share-based payments provided to

employees.

Capital redemption reserve

The capital redemption reserve arose on previous share buy-backs by the Company.

Merger reserve

This comprises the premium on the share placing in November 2014 and the shares issued in February 2015 as

part of the acquisition of Clarksons Norway AS (formerly Clarksons Platou AS/RS Platou ASA). No share premium

is recorded in the financial statements, through the operation of the merger relief provisions of the Companies

Act 2006.

S Financial commitments and contingencies

Contingencies

The Company has given no financial commitments to suppliers (2023: none).

The Company has given no guarantees (2023: none).

From time to time the Company may be engaged in litigation in the ordinary course of business. The Company

carries professional indemnity insurance. Thereare currently no liabilities expected to have a material adverse

financial impact on the Company’s results or net assets.

The Company maintained throughout the year Directors’ and Officers’ liability insurance in respect of itself and

itsDirectors.

FINANCIAL STATEMENTS —

208

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

CONTINUED

T Related party transactions

During the year, the Company entered into transactions, in the ordinary course of business, with related parties.

As mentioned in the biographies in the Board of Directors on page 91, Sue Harris is a Non-Executive Director of

Schroder & Co. Limited and Chair of the Audit and Risk Committee of the Wealth Management Division. Another

Schroder Group company is one of the investment managers of the defined benefit section of the Clarkson PLC

pension scheme. In 2020, Jeff Woyda was appointed to the Board of Trustees of The Clarkson Foundation.

Details of the Clarkson PLC Directors’ compensation are set out in note 29 to the consolidated financial statements.

U Subsidiaries

The Parent Company had the following subsidiaries at 31 December 2024. Unless otherwise stated, all shares in

subsidiary companies are ordinary share capital.

Subsidiaries held

Company by Country and Registered Office Address

Proportion of

shares held

directly by the

Parent Company

(%)

Proportion of

shares held by

theGroup or its

nominees

(%) Principal activity

AUSTRALIA

Level 9, 16 St Georges Terrace, Perth WA 6000, Australia

Clarkson Australia Holdings Pty Ltd 100 Holding company

Clarksons Australia Pty Limited 100 Shipbroking

BRAZIL

Avenida Rio Branco, 89–1601, Centro, Rio de Janeiro,

20040–004, Brazil

Clarksons Brasil Ltda. 100 Shipbroking

CANADA

44 Chipman Hill, Suite 1000, Saint John NB E2L 2A9, Canada

Clarksons Securities Canada Inc. 100 Investment banking,

trading in financial

instruments and

financialservices

CHINA

Room 111 Building 3 No.170, Huo Shan Road, Hongkou District,

Shanghai, 200082, China

Clarksons Shipbroking (Shanghai) Co., Limited 100 Shipbroking

Room 202, No.6262, Aozhou Rd, Tianjin Pilot Free Trade Zone,

(Dongjiang Comprehensive Free Trade Zone),

(No.10722, DongjiangBusiness Secretary Free Trade Zone),

Tian Jin Shi, 300456, China

Clarksons Shipping Services (Tianjin) Co., Ltd 100 Ship agency and

portservices

3209–14, Sun Hung Kai Centre, 30 Harbour Road,

Wanchai, HongKong

Clarksons Hong Kong Limited

100 Shipbroking

DENMARK

Philip Heymans Alle 29, 2., 2900, Hellerup, Denmark

Clarksons Denmark ApS 100 Shipbroking

1 Has a branch in China.

209

CLARKSON PLC — 2024 ANNUAL REPORT

Company by Country and Registered Office Address

Proportion of

shares held

directly by the

Parent Company

(%)

Proportion of

shares held by

theGroup or its

nominees

(%) Principal activity

EGYPT

City Stars, Capital F2, G03, Nasr City, Cairo, Egypt

Clarkson Shipping Agency S.A.E. 100 Shipping and maritime

agency services

GERMANY

Johannisbollwerk 20, 5. Fl, 20459, Hamburg, Germany

Clarksons Deutschland GmbH 100 Shipbroking

INDIA

507–508 The Address, 1 Golf Course Road, Sector 56, Gurgaon,

122011, India

Clarkson Shipping Services India Private Limited 100 Shipbroking

ITALY

Via San Vincenzo 2, 16145, Genova, Italy

Clarksons Platou (Italia) Srl in liquidazione 100 Shipbroking

JAPAN

Otemachi Financial City South Tower, 15th Floor,

1-9-7 Otemachi, Chiyoda-ku, Tokyo, 100-0004, Japan

Clarksons Japan K.K. 100 Shipbroking

REPUBLIC OF KOREA

#602, 6F Shin-A, 50, Seosomun-ro 11-gil, Jung-gu, Seoul, 04515,

Republic of Korea

Clarksons Korea Limited 100 Shipbroking

MARSHALL ISLANDS

Trust Company Complex, Ajeltake Road, Ajeltake Island,

Majuro, MH 96960, Marshall Islands

Clarkson Hellas Ltd.

100 Shipbroking

MOROCCO

8, Rue Ali Abderrazzak, 3è étage, Casablanca, 20000, Morocco

Clarkson Morocco S.A.R.L. 100 Shipbroking

NETHERLANDS

Scheepmakersweg 5, 1786PD, Den Helder, Netherlands

Clarkson Port Services B.V. 100 Ship agency, port

services and cargo

handling

Gibb Group (Netherlands) B.V. 100 Supply of MRO, PPE

andsafety equipment

Westerlaan 11, 3016 CK, Rotterdam, Netherlands

Clarkson Port Services Holdings B.V. 100 Holding company

Clarksons Netherlands B.V. 100 Shipbroking

NEW ZEALAND

42 French Pass Road, Cambridge, RD4 3496, New Zealand

Clarksons New Zealand Limited 100 Shipbroking

U Subsidiaries continued

2 Has a branch in Greece.

FINANCIAL STATEMENTS —

210

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

CONTINUED

Company by Country and Registered Office Address

Proportion of

shares held

directly by the

Parent Company

(%)

Proportion of

shares held by

theGroup or its

nominees

(%) Principal activity

NORWAY

Munkedamsveien 62C, 0270 Oslo, Norway

Clarksons Business Management AS 50.01 Shipping and offshore

project syndication

Clarksons Eiendomsinvest 10 AS 80 Investment activities

Clarksons Norway AS 100 Shipbroking

Clarksons Project Development AS 50.01

Real estate project

management

Clarksons Project Finance AS 100

Shipping and offshore

project syndication

Clarksons Project Finance Shipping AS 50.01 Shipping and offshore

project syndication

Clarksons Property Management AS 77.7 Property-related services

Clarksons Real Estate Investment Management AS 50.01

Real estate investment

activities

Clarksons Securities AS 100 Investment banking,

trading in financial

instruments and financial

services

Manfin Consult AS 50.10 Shipping and offshore

project syndication

Norwegian Marine Services AS 50.01 Shipping and offshore

project syndication

RS Platou AS 100 Dormant

RS Platou Economic Research AS 100 Dormant

RS Platou Offshore AS 100 Dormant

RS Platou Shipbrokers AS 100 Dormant

Philip Pedersens vei 20, Lysaker, 1366, Norway

VAXA Drift AS 100 Property investment and

related activities

VAXA Group AS 50.1 Holding company

VAXA Økonomi AS 50.1 Accounting and financial

advisory services

VAXA Property AS 100 Property management

services

POLAND

ul. Wojskowa 6, 60–792, Poznań, Poland

Sea by Maritech Poland Spółka Z.O.O. 100 Digital products and

services for the shipping

industry

3 A Ordinary shares, holding all of the voting rights.

4 Preference Shares, holding 50.1% of the voting rights.

5 A Ordinary shares, holding all of the voting rights.

211

CLARKSON PLC — 2024 ANNUAL REPORT

Company by Country and Registered Office Address

Proportion of

shares held

directly by the

Parent Company

(%)

Proportion of

shares held by

theGroup or its

nominees

(%) Principal activity

SINGAPORE

1 Harbourfront Avenue, #14–07, Keppel Bay Tower, 098632, Singapore

Clarksons Singapore Pte. Limited 100 Shipbroking

8 Cross Street #21–05, Manulife Tower, Singapore, 048424, Singapore

Sea by Maritech Singapore Pte. Ltd. 100 Marketing, sales and

support of online

contract management

platform

SOUTH AFRICA

23 Halifax Street, Bryanston, Johannesburg, 2191, South Africa

Afromar Properties (Pty) Limited 100 Non-trading

Clarksons South Africa (Pty) Ltd 100 Shipbroking

SPAIN

Paseo del Pintor Rosales, 38, 28008, Madrid, Spain

Clarksons Martankers, S.L.U. 100 Shipbroking

SWEDEN

Dragarbrunnsgatan 55, 753 20, Uppsala, Sweden

Clarksons Sweden AB 100 Shipbroking

Vasagatan 28, 111 20, Stockholm, Sweden

Sea by Maritech Sweden AB 100 Sale and support

of digital products

and services for the

shippingindustry

SWITZERLAND

Rue du Prince 9, 1204, Genève, Switzerland

Clarksons Switzerland SA

100 Shipbroking

TAIWAN

2F, No. 526, Dachang Street, Nantun District,

Taichung City, 408, Taiwan (Province of China)

Gibb Group Co Ltd 100 Supply of MRO, PPE

andsafety equipment

UNITED ARAB EMIRATES

Unit No: B3–14–01 A, Gold Tower (AU), Plot No: JLT-PH1-I3A,

Jumeirah Lakes Towers, Dubai, United Arab Emirates

Clarksons DMCC 100 Shipbroking

UNITED KINGDOM

Commodity Quay, St Katharine Docks, London, E1W 1BF,

UnitedKingdom

Calypso Shipping Investments Limited 100 Dormant

Clarkson Capital Limited 100 Holding company

Clarkson Dry Cargo Limited 100 Dormant

Clarkson Holdings Limited 100 Holding company

Clarkson IQ Limited 100 Dormant

U Subsidiaries continued

6 Has a branch in Italy.

FINANCIAL STATEMENTS —

212

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

CONTINUED

Company by Country and Registered Office Address

Proportion of

shares held

directly by the

Parent Company

(%)

Proportion of

shares held by

theGroup or its

nominees

(%) Principal activity

Clarkson Overseas Shipbroking Limited 100 Holding company

Clarkson Port Services Limited 100 Ship agency and port

services

Clarkson Property Holdings Limited 100 Non-trading

Clarkson Research Holdings Limited 100 Holding company

Clarkson Research Services Limited 100 Shipping data and

intelligence insights

Clarkson Sale and Purchase Limited 100 Dormant

Clarkson Shipbrokers Limited 100 Dormant

Clarkson Shipbroking Group Limited 100 Holding company

Clarkson Shipping Investments Limited 100 Dormant

Clarkson Tankers Limited 100 Dormant

Clarkson Valuations Limited 100 Valuation services to

shipping and offshore

sectors

Clarksons Offshore and Renewables Limited 100 Shipbroking

Clarksons Platou Futures Limited

100 Brokerage of

shipping-related

derivative financial

instruments

Clarksons Property UK Limited 100 Property holding

company

Clarksons Structured Asset Finance Limited 100 Advice on finance

structuring for

shipping-related projects

Coastal Shipping Limited 100 Dormant

Genchem Holdings Limited 100 Holding company

H. Clarkson & Company Limited 100 Shipbroking

Halcyon Shipping Limited 100 Dormant

J.O. Plowright & Co. (Holdings) Limited 100 Dormant

LevelSeas Limited 100 Dormant

LNG Shipping Solutions Limited 100 Shipbroking

Marinet (Ship Agencies) Limited 100 Dormant

Maritech Development Limited 100 Development of digital

products for the

shipping industry

Maritech Holdings Limited 100 Holding company

Maritech Limited 100 Digital products and

services for the shipping

industry

Maritech Services Limited 100 Sale of digital products

and services to the

shipping industry

7 Has branches in Singapore, Switzerland and the United Arab Emirates.

213

CLARKSON PLC — 2024 ANNUAL REPORT

Company by Country and Registered Office Address

Proportion of

shares held

directly by the

Parent Company

(%)

Proportion of

shares held by

theGroup or its

nominees

(%) Principal activity

Recap Manager Limited 100 Sale of digital products

and services to the

tanker shipping industry

Seafix Limited 100 Sale of digital products

and services to the

shipping industry

Shipvalue.net Limited 100 Dormant

Small & Co. (Shipping) Limited 100 Dormant

Trauma & Resuscitation Services Limited 100 Medical and rescue

solutions

Tern Place, Denmore Road, Bridge of Don, Aberdeen,

Scotland, AB23 8JX, United Kingdom

Enship Limited 100 Dormant

Gibb Group Ltd 100 Supply of MRO, PPE

andsafety equipment

27–45 Lincoln Building Ground Floor, Great Victoria Street,

Belfast, Northern Ireland, BT2 7SL, United Kingdom

Michael F. Ewings (Shipping) Limited 100 Dormant

Waterfront Services Limited 100 Dormant

UNITED STATES

251 Little Falls Drive, Wilmington, New Castle County DE 19808,

United States

Clarksons USA Inc. 100 Holding company

Gibb Group Medical and Rescue, Inc. 100 Medical and rescue

solutions

Universal Registered Agents, Inc., 300 Creek View Road,

Suite 209, Newark 19711, United States

Clarkson Port Services Holdings LLC 100

Dormant

Gibb Group LLC 60

Supply of MRO, PPE

andsafety equipment

1230 6th Avenue, #1603, New York NY 10022, United States

Clarksons Securities Inc. 100 Investment banking,

trading in financial

instruments and

financialservices

1333 West Loop South, Suite 1100, Houston TX 77027, United States

Clarkson Shipping Services Acquisition (USA), LLC 100 Dormant

211 East 7th Street, Suite 620, Austin TX 78701, United States

Clarksons Shipping Services USA, LLC 100 Shipbroking

U Subsidiaries continued

8 Membership interest.

FINANCIAL STATEMENTS —

214

CLARKSON PLC — 2024 ANNUAL REPORT

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

CONTINUED

The Directors believe that alternative performance measures can provide users of the financial statements with

a better understanding of the Group’s underlying financial performance, if used properly. Directors’ judgement is

required as to what items qualify for this classification.

Adjusting items

The Group excludes adjusting items from its underlying earnings metrics with the aim of removing the impact of

one-offs which may distort period-on-period comparisons.

The term ‘underlying’ excludes the impact of exceptional items and acquisition-related costs, which are shown

separately on the face of the income statement. Management separates these items due to their nature and size and

believes this provides further useful information, in addition to statutory measures, to assist readers of the Annual

Report to understand the results for the year.

Underlying profit before taxation

Reconciliation of reported profit before taxation to underlying profit before taxation for the year.

2024

£m

2023

£m

Reported profit before taxation 112.1 108.8

Less exceptional items – (2.2)

Add back acquisition-related costs 3.2 2.6

Underlying profit before taxation 115.3 109.2

Underlying effective tax rate

Reconciliation of reported effective tax rate to underlying effective tax rate.

2024

2023

Reported effective tax rate 23.0 21.1

Adjustment relating to exceptional items – 0.7

Adjustment relating to acquisition-related costs (0.5) (0.4)

Underlying effective tax rate 22.5 21.4

Underlying profit for the year attributable to equity holders of the Parent Company

Reconciliation of reported profit attributable to equity holders of the Parent Company to underlying profit

attributable to equity holders of the Parent Company.

2024

£m

2023

£m

Reported profit attributable to equity holders of the Parent Company 84.9 83.8

Less exceptional items – (2.5)

Add back acquisition-related costs 3.0 2.5

Underlying profit attributable to equity holders of the Parent Company 87.9 83.8

Underlying basic earnings per share

Reconciliation of reported basic earnings per share to underlying basic earnings per share.

2024

Pence

2023

Pence

Reported basic earnings per share 277.1 275.2

Less exceptional items – (8.4)

Add back acquisition-related costs 9.8 8.2

Underlying basic earnings per share 286.9 275.0

215

CLARKSON PLC — 2024 ANNUAL REPORT

ALTERNATIVE PERFORMANCE MEASURES

Underlying administrative expenses

Reconciliation of reported administrative expenses to underlying administrative expenses for the year.

2024

£m

2023

£m

Reported administrative expenses 529.2 509.2

Add back exceptional items – 2.2

Less acquisition-related costs (3.2) (2.6)

Underlying administrative expenses 526.0 508.8

Operational metrics

The Group monitors its cash and liquidity position by adjusting gross balances to reflect the payment of obligations

to staff and restricted monies held by regulated entities.

Net cash and available funds

The Board uses net cash and available funds as a better representation of the net cash available to the business,

since bonuses are typically paid after the year-end, hence an element of the year-end cash balance is earmarked for

this purpose. It should be noted that accrued bonuses include amounts relating to the current year and amounts held

back from previous years which will be payable in the future.

Reconciliation of reported cash and cash equivalents to net cash and available funds reported.

2024

£m

2023

£m

Cash and cash equivalents as reported 431.3 398.9

Add cash on deposit and government bonds included within current investments 62.0 39.9

Less amounts reserved for bonuses included within current trade and other payables (249.6) (2 3 7.7 )

Net cash and available funds 243.7 201.1

Free cash resources

Free cash resources is a further measure used by the Board in taking decisions over capital allocation. It deducts

monies held by regulated entities from the net cash and available funds figure.

Reconciliation of reported cash and cash equivalents to reported free cash resources.

2024

£m

2023

£m

Cash and cash equivalents as reported 431.3 398.9

Add cash on deposit and government bonds included within current investments 62.0 39.9

Less amounts reserved for bonuses included within current trade and other payables (249.6) (2 3 7.7 )

Less net cash and available funds held in regulated entities (27.4) (25.7)

Free cash resources 216.3 175.4

FINANCIAL STATEMENTS —

216

CLARKSON PLC — 2024 ANNUAL REPORT

ALTERNATIVE PERFORMANCE MEASURES CONTINUED

Aframax A tanker size range defined by Clarksons

as between 85,000-124,999 dwt.

AI Artificial Intelligence.

AIS Automatic Identification System. A

system used in the maritime industry to

identify, locate and track vessels.

API Application Programming Interface.

Adata delivery mechanism.

Board The Board of Directors of Clarkson PLC.

Bulk cargo Unpackaged cargoes such as coal,

oreand grain.

Bunkers A ship’s fuel.

Capesize

(cape)

Bulk ship size range defined by Clarksons

as 100,000 dwt or larger.

Cbm Cubic metres. Used as a measurement

ofcargo capacity for ships such as

gascarriers.

CEO Chief Executive Officer, Andi Case.

CFO & COO Chief Financial Officer & Chief Operating

Officer, Jeff Woyda.

Cgt Compensated gross tonnage. This unit

ofmeasurement was developed for

measuring the level of shipbuilding

output and is calculated by applying

aconversion factor, which reflects the

amount of work required to build a ship,

to a vessel’s gross registered tonnage.

CII Carbon Intensity Indicator. An IMO vessel

operational efficiency measure which

came into force from 2023.

Chair Laurence Hollingworth.

Charterer Cargo owner or another person/company

that hires a ship.

Charter party Transport contract between shipowner

and shipper of goods.

CGU Cash-Generating Unit. An accounting

concept used by the International

Financial Reporting Standards to

determine asset impairment.

Clean

products

Oil products derived from refining crude

oil, including gasoline, naphtha, kerosene

and diesel. Excludes ‘heavier’ oil products

such as fuel oil which are categorised as

‘dirty products’

CoA Contract of Affreightment. A freight

agreement between a ship owner/

operator and a cargo interest/charterer

to move a defined amount of cargo on

pre-defined routes over a period of time,

for a pre-agreed rate.

Code The UK Corporate Governance Code

(July 2018).

Company Clarkson PLC as a standalone entity,

registered in England and Wales under

company number 1190238.

Containership A cargo ship specifically equipped

withcell guides for the carriage of

containerised cargo.

COVID-19 A global pandemic caused by the

SARS-CoV-2 virus, first identified in

late 2019.

Carbon dioxide.

CPP Clean Petroleum Products. Refined oil

products including gasoline, gas oil,

jetfuel, kerosene and naptha.

CPS Clarksons Port Services, a business within

Clarksons’ Support division.

Crude oil Unrefined oil.

CSOV Construction Service Operation Vessels.

Vessels designed for wind farm support

operations, providing accommodation,

workshops and equipment enabling

access to offshore wind installations.

CSR Corporate Social Responsibility.

DEI Diversity, equity and inclusion.

Disclosure

Guidance and

Transparency

Rules

Regulations which apply to most

larger companies on the London Stock

Exchange, which implement a number

of EU Directives on transparency,

market abuse, accounting and

audit. TheDisclosure Guidance and

Transparency Rules are supplementary

tothe Listing Rules.

DHSS A group of companies (DHSS Aviation

B.V., DHSS Logistics B.V., DHSS Projects

B.V. and DHSS Service B.V.) acquired by

the Group on 6 February 2023. DHSS was

subsequently reorganised and renamed

Clarkson Port Services B.V.

Dry (market) Generic term for the bulk market.

Dry cargo

carrier

A ship carrying general cargoes or

sometimes bulk cargo.

Dwt Deadweight tonne. A measure expressed

in metric tonnes (1,000 kg) or long

tonnes (1,016 kg) of a ship’s carrying

capacity, including cargo, bunkers, fresh

water, crew and provisions.

EBT Employee Benefit Trust. A trust

established by the Company for the

purpose of facilitating the operation

ofthe Company’s share plans.

ECM Equity Capital Markets.

E&P Exploration and Production.

EPC Engineering, procurement

andconstruction.

EPS Earnings per share.

ESEF The European Single Electronic

Format. The electronic reporting format

in which issuers on EU regulated markets

must prepare their annual financial

reports.

217

CLARKSON PLC — 2024 ANNUAL REPORT

GLOSSARY

ESTs Energy Saving Technologies.

ESG Environmental, Social and Governance.

ETS The EU Emissions Trading System.

Agreenhouse gas emissions trading

system extended to shipping from the

start of 2024.

Executive

Directors

Andi Case (CEO) and Jeff Woyda

(CFO&COO).

External audit An independent opinion of the Group

and Company’s financial statements by

an external firm. PricewaterhouseCoopers

LLP is the Group’s current External

Auditor.

Fair value Fair value is defined as an amount at

which an asset could be exchanged

between knowledgeable and willing

parties in an arm’s-length transaction.

FFA Forward Freight Agreement. A cash

contract for differences requiring no

physical delivery based on freight rates

on standardised trade routes and for

standardised vessel types.

FID Refers to the Financial Investment

Decision for an investment project.

Financial

Conduct

Authority

(‘FCA’)

The FCA regulates the financial services

industry in the UK.

Financial

Reporting

Council

(‘FRC’)

The FRC regulates auditors,

accountants and actuaries, and sets

the UK’s Corporate Governance and

StewardshipCodes.

FOB Forward order book. Estimated

commissions collectable over the

duration of the contract as principal

payments fall due. The forward order

book is not discounted.

Freight rate The agreed charge for the carriage of

cargo expressed per tonne of cargo

(alsoWorldscale in the tanker market),

oras a lump sum.

FTSE 250 The share index consisting of the 101st

to 350th largest companies listed on

theLondon Stock Exchange main market.

Clarkson PLC has been a member of

theFTSE 250 since 2015.

FVOCI Fair value through other comprehensive

income. A classification category for

financial assets under IFRS 9.

FVPL Fair value through profit or loss.

Aclassification category for

financialassets under IFRS 9.

GHG Greenhouse gas.

Group Clarkson PLC and its subsidiary

undertakings.

GT Gross Tonnage. A standardised measure

of a ship’s internal volume as defined by

the IMO.

GW Gigawatts. A unit of power or power

capacity equivalent to 1 billion watts.

IFRS International Financial Reporting

Standards. A set of international

accounting standards stating how

particular types of transactions and other

events should be reported in financial

statements.

IEA International Energy Agency. An agency

which works with countries around the

world to shape energy policies.

IMO International Maritime Organization.

AUnited Nations agency devoted

toshipping.

KPIs Key performance indicators.

KYC Know Your Customer/Client. Procedures

designed to identify who a company

does business with to ensure compliance

with relevant laws and regulations.

LCO

Liquefied Carbon Dioxide (CO

The liquid form of carbon dioxide,

formed via pressurisation (and often

refrigeration) of gaseous carbon dioxide.

LCO

carriers are vessels designed to

carry such cargoes.

LGC Large Gas Carrier. Vessel defined by

Clarksons as 45,000-64,999 cbm.

Listing Rules Set of regulations overseen by the

Financial Conduct Authority, which apply

to any company listed on the London

Stock Exchange.

Liquidity risk The risk of the Group being unable to

meet its cash and collateral obligations

without incurring large losses.

LNG Liquefied Natural Gas.

LPG Liquefied Petroleum Gas.

LR1 Long Range 1. Coated products tanker,

defined by Clarksons as 55,000-84,999

dwt.

LR2 Long Range 2. Coated products tanker,

defined by Clarksons as 85,000-124,999

dwt.

LSE London Stock Exchange. The stock

exchange in the City of London on

whichClarkson PLC’s shares are listed.

M&A Mergers and Acquisitions.

MPP Multi Purpose. A diverse fleet of vessels

which are typically capable of carrying

both containerised and bulk cargoes;

many also have ‘heavy lift’ capability in

order to transport large project cargoes.

MR Medium Range. A product tanker of

around 45,000-55,000 dwt.

FINANCIAL STATEMENTS —

218

CLARKSON PLC — 2024 ANNUAL REPORT

GLOSSARY CONTINUED

MRO Maintenance, repair and operating

products, which includes consumables,

industrial equipment and plant upkeep

supplies.

MT Metric tonne (see tonne). A measure

equivalent to 1,000 kg.

Non-

Executive

Director

A Director of the Board, not part of the

executive management of the Company,

who is free from any business or other

relationship that could materially conflict

with their ability to exercise independent

judgement.

O&M Operations & Maintenance.

OPEC Organization of the Petroleum Exporting

Countries.

OSV Offshore Support Vessels. Includes

Anchor Handling Tug Supplys (‘AHTSs’)

and Platform Supply Vessels (‘PSVs’).

Ships engaged in providing support to

offshore rigs and oil platforms.

Parent

Company

Clarkson PLC as a standalone entity,

registered in England and Wales under

company number 1190238.

PCG PetroChemical Gas.

PPE Personal protective equipment.

Products

tanker

Tanker that carries refined oil products.

ROV Remotely Operated Vehicle.

S&P Sale and Purchase, a business within

Clarksons’ Broking division

SaaS Software as a Service.

SAPS Self-administered pension scheme.

Usedin this Annual Report in the context

of mortality tables published by the UK’s

Continuous Mortality Investigation.

SBP Share-based payments.

SCFI Shanghai Containerised Freight Index.

Anindex produced by the Shanghai

Shipping Exchange reflecting movements

in spot container freight rates from

Shanghai to a selection of destinations

around the world.

SECR Streamlined Energy and Carbon

Reporting. Mandatory reporting for

largebusinesses in the UK regarding

theirenergy and carbon emissions.

SID Senior Independent Director, Sue Harris.

Shipbroker A person/company that, on behalf of a

shipowner/shipper, negotiates a deal for

the transportation of cargo at an agreed

price. Shipbrokers also act on behalf of

shipping companies in negotiating the

purchasing and selling of ships, both

secondhand tonnage and newbuilding

contracts.

Spot market Short-term contracts for voyage,

triporshort-term time charters, normally

nolonger than three months in duration.

Suezmax A tanker size range defined by Clarksons

as 125,000-199,999 dwt.

TCFD Task Force on Climate-related Financial

Disclosures. A framework which

provides consistency in reporting of

climate-related financial information.

TEU 20-foot Equivalent Units. The unit of

measurement of a standard 20-foot long

container.

TEU-miles TEU trade volumes moved, multiplied

by distance travelled in miles; used in

order to give a better estimate of vessel

demand on given trade route(s).

TCE Time Charter Equivalent. Gross freight

income less voyage costs (bunker, port

and canal charges), usually expressed

inUS dollar per day.

TFDE Tri Fuel Diesel Electric. A propulsion

system used mainly in LNG carriers,

where the vessel is capable of using

bothboil-off gas and conventional fuels

to generate electricity in order to power

electric motors which drive the ship’s

propellers.

Time charter An arrangement whereby a shipowner

places a crewed ship at a charterer’s

disposal for a certain period. Freight

is customarily paid periodically in

advance. The charterer also pays for

bunker, portand canal charges.

Tonne Metric tonne of 1,000 kg or 2,204 lbs.

Trauma &

Resuscitation

Services

Limited

(‘TRS’)

Gibb Group Ltd (a wholly owned

Group subsidiary) acquired TRS on 5

February 2024. The business has since

been rebranded as Gibb Medical and

Rescue.

TSR Total Shareholder Return.

ULEC Ultra Large Ethane Carrier. A specialist

vessel designed for the carriage of

liquefied ethane, with a capacity of

around 150,000 cbm.

VLAC Very Large Ammonia Carrier. A VLGC

optimised for the carriage of ammonia

cargoes as well as LPG.

VLCC Very Large Crude Carrier.

Tankerover 200,000 dwt.

VLGC Very Large Gas Carrier. Vessel defined

byClarksons as 65,000 cbm or larger.

Wet (market) Generic term for the tanker market.

219

CLARKSON PLC — 2024 ANNUAL REPORT

Income statement

2024*

£m

2023*

£m

2022*

£m

2021*

£m

2020*

£m

Revenue 661.4 639.4 603.8 443.3 358.2

Cost of sales (33.7) (30.4) (21.8) (16.5) (13.3)

Trading profit 627.7 609.0 582.0 426.8 344.9

Administrative expenses (526.0) (508.8) (4 81.2) (355.7) (298.5)

Operating profit 101.7 100.2 100.8 71.1 46.4

Profit before taxation 115.3 109.2 100.9 69.4 44.7

Taxation (26.0) (23.4) (20.6) (14.7) (9.5)

Profit for the year 89.3 85.8 80.3 54.7 35.2

* Before exceptional items and acquisition-related costs.

Cash flow

2024

£m

2023

£m

2022

£m

Restated

2021

£m

2020

£m

Net cash inflow from operating activities 114.7 155.3 178.9 125.1 65.9

Balance sheet

2024

£m

2023

£m

2022

£m

2021

£m

2020

£m

Non-current assets 267. 5 284.6 288.9 290.3 290.1

Inventories 4.3 3.3 2.4 1.5 1.3

Trade and other receivables

(including income tax receivable) 135.0 148.7 153.1 118.4 76.8

Current asset investments 62.2 40.1 3.5 10.3 31.1

Cash and cash equivalents 431.3 398.9 384.4 261.6 173.4

Current liabilities (358.7) (371.3) (366.2) (257.3) (17 7.4 )

Non-current liabilities (45.9) (47.7 ) (52.9) (63.2) (66.9)

Net assets 495.7 456.6 413.2 361.6 328.4

Statistics

2024

Pence

2023

Pence

2022

Pence

2021

Pence

2020

Pence

Earnings per share – basic* 286.9 275.0 250.3 165.6 106.0

Dividend per share 109.0 102.0 93.0 84.0 79.0

* Before exceptional items and acquisition-related costs.

Changes to IFRS have not been retrospectively adjusted.

FINANCIAL STATEMENTS —

220

CLARKSON PLC — 2024 ANNUAL REPORT

FIVE-YEAR FINANCIAL SUMMARY

CBP029633

Printed by Park Communications.

The material used in this Report is from

100% recycled material. The paper mill

and printer are both registered with the

Forestry Stewardship Council (FSC)®

and additionally have the Environmental

Management System ISO 14001.

It is recyclable and bio-degradable.

It has been printed using 100% offshore

windelectricity sourced from UK wind.

Clarkson PLC 2024 Annual Report