Annual report and financial statements 2009
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General information
The Directors’ report and business review
The Directors’ report and business review sections of this Annual report consist of a Directors’ report and business review that has been drawn up and presented in accordance with, and in reliance on, English company law. The liabilities of the Directors in connection with that Directors’ report and business review shall be subject to the limitations and restrictions provided by the Companies Act 2006.
There are no persons with whom the Group has contractual or other arrangements which are essential to the business of the Group.
Forward-looking statements
The Directors’ report and business review is prepared for the members of the Company and should not be relied upon by any other party or for any other purpose. Where the Directors’ report and business review includes forward-looking statements, these are made by the Directors in good faith based on the information available to them at the time of their approval of this report. Consequently, such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying such forward-looking statements and information.
Result and dividend
The profit for the period after taxation amounted to £460m. The Directors have declared and recommended the following dividends:
| £m | |
|---|---|
| Paid interim dividend of 0.8p per share (2008: 0.675p) |
21 |
| Recommended final dividend of 5.0p per share (2008: 4.125p) |
131 |
The final dividend, if approved by shareholders at the Annual General Meeting (AGM), is to be paid on 10 June 2009 to ordinary shareholders on the register of members at close of business on 8 May 2009. If the final dividend is approved by shareholders, the total ordinary dividend for the year will be 5.8p per share.
Auditor
A resolution to reappoint KPMG Audit Plc as auditor and to authorise the Directors to set their remuneration is to be proposed at the forthcoming AGM.
Annual General Meeting
The notice of the 2009 AGM of the Company (to be held at the Company’s headquarters at Gain Lane in Bradford on 4 June 2009) is sent to shareholders with an accompanying explanatory letter from the Chairman. The Directors believe each of the resolutions to be proposed at the AGM is in the best interests of the Group and recommend shareholders to vote in favour of each of them. Shareholders will also receive notification of the availability of the results to view on the Group’s website, unless they have elected to receive a printed version.
Share capital
The authorised and called-up share capital of the Company, together with details of shares allotted during the year, is shown in note 22 of the financial statements.
At the AGM of the Company held in 2008, a special resolution was passed to renew the authority given at the AGM held on 24 May 2007 to the purchase by the Company of up to 268,361,042 ordinary shares representing approximately 10% of the issued ordinary share capital at that time. This authority remained valid on 1 February 2009. During the period, the Company purchased and cancelled 57,788,600 of its ordinary shares pursuant to that authority which will expire at the close of the 2009 AGM. Further details appear in note 41 of the financial statements.
In addition, 1,530,738 ordinary shares were issued during the period to employees exercising share options.
Borrowing powers
The Articles of Association of the Company restrict the borrowings of the Company and its subsidiary undertakings to a maximum amount equal to twice the share capital and consolidated reserves.
Substantial shareholdings
As at 11 March 2009, the Company had been notified by the following shareholders (excluding Directors) that they have interests in 3% or more of the issued share capital of the Company:
| Number of shares |
% of holding |
|
|---|---|---|
| Ameriprise Financial Inc | 173,736,469 | 6.6% |
| Sir KD Morrison | 171,346,034 | 6.5% |
| AR Wilson | 155,758,573 | 5.9% |
| Legal & General Group Plc | 137,128,838 | 5.2% |
| Brandes Investment Partners LP | 132,155,077 | 5.0% |
| Walter & Scott & Partners Ltd | 107,775,155 | 4.1% |
| Susan & Nigel Pritchard | 106,405,539 | 4.0% |
| Zurich Financial Services | 81,286,130 | 3.1% |
The number of shares appearing above is that appearing in the relevant notification to the Company. The percentage appearing above is the percentage that number represents of the issued share capital of the Company as at 11 March 2009.
Beneficial owners of shares with ‘information rights’
Beneficial owners of shares who have been nominated by the registered holder of those shares to receive information rights under section 146 of the Companies Act 2006 are required to direct all enquiries and communications to the registered holder of their shares rather than to the Company’s registrar, Capita Registrars, or to the Group directly.
Directors
The current Directors of the Group and their biographies are shown in Board of Directors.
Sir Ken Morrison and Roger Owen retired from the Board on 13 March 2008 and 1 February 2009 respectively.
Philip Cox will join the Board on 1 April 2009 as a Non-Executive Director.
Brian Flanagan (aged 56), Paul Manduca (aged 57), Susan Murray (aged 52) and Nigel Robertson (aged 49) retire by rotation and Philip Cox (aged 57) retires at the first AGM following his appointment. All of them, being eligible, offer themselves for re-election at the AGM.
The interests of the Executive and Non-Executive Directors of the Company and their immediate families in the shares of the Company, along with share options, are contained in the Directors’ remuneration report set out in the Directors’ remuneration report.
At no time during the year did any of the Directors have a material interest in any significant contract with the Company or any of its subsidiaries.
Political and charitable donations
During the period the Group made charitable donations amounting to £0.3m. In addition, the Group sponsored various charities and in the year over £0.9m was raised by customers and staff. No political donations were made, which is Group policy.
Disclosure of information to auditors
The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Group’s auditor is unaware; and each Director has taken all steps that he or she ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the Group’s auditor is aware of that information.