Full Annual Report - Inchcape

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Governance Notes to the Board report on Remuneration (audited) continued Notes on the co-investment plan (a) As at 1 January 2009 or date of appointment, if later • Directors will be entitled to matching shares if they remain employed by the Company for three years and retain the shares they have purchased under the Plan throughout that period and the performance targets are met. The Company’s Economic Profit (EP) must exceed the increase in RPI over the same period by 3.0% per annum to receive a one for one match. If the Company’s EP exceeds the increase in the RPI over the same period by 12.0% per annum the match is two for one. Special rules apply on termination of employment and change of control. • Awards granted on 1 January 2008 were purchased at 396.8p each. • Awards were adjusted on a 9 for 1 basis in line with the Rights Issue. 5. Incentive plans Awarded ordinary Awarded ordinary Awarded ordinary shares lapsed shares exercised Awarded ordinary Market value of shares at 31.12.09 during year during year shares at 01.01.09 shares awarded Vesting period AL Incentive Plan – 39,000 – 39,000 357.5p 2008 BR Incentive Plan – 59,612 – 59,612 428.7p 2008 Notes on the incentive plans: • As reported last year, André Lacroix was the sole participant in the AL Incentive Plan. The final tranche of the AL Incentive Plan did not meet the performance targets set at the time of grant and lapsed in full. • As reported last year, Barbara Richmond was the sole participant in the BR Incentive Plan. The final tranche of the BR Incentive Plan did not meet the performance targets set at the time of grant and lapsed in full. By order of the Board Michael Wemms Chairman of the Remuneration Committee 9 March 2010 74 Inchcape plc ¦ Annual Report and Accounts 2009
Section Two Two Governance Directors’ report The Directors present the Annual Report and Accounts and audited consolidated Financial statements for the year ended 31 December 2009. For the purposes of this report ‘Company’ means Inchcape plc and ‘Group’ means the Company and its subsidiary and associated undertakings. Business review The information that fulfils the requirements of the business review can be found in the operating review on pages 22-39, which is incorporated in this Report by reference. Information on the environment, employees, community and social issues is given in the Corporate Responsibility Report on pages 40-49. Directors The names of the Directors, including those Directors offering themselves for election, plus brief biographical details, are given on pages 52-53. Each Director held office throughout the year except Alison Cooper and Nigel Northridge (both appointed 1 July 2009) and John McConnell (appointed 1 October 2009). Karen Guerra, Raymond Ch’ien and Peter Johnson retired as Directors of the Company with effect from 14 May 2009. Alison, Nigel and John will offer themselves for election at the 2010 Annual General Meeting. Principal activities A description of the principal activities of the Group and likely future developments and important events occurring since the end of the year are given in the operating review on pages 22-39. Results and dividends The Group’s audited consolidated Financial statements for the year ended 31 December 2009 are shown on pages 78-136. Given the significant downturn in the markets in which the Group operates, the Board does not consider it appropriate to recommend a final dividend for the year ended 31 December 2009. Auditors and disclosure of information to auditors So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware. The Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. Directors’ indemnity A qualifying third party indemnity (QTPI), as permitted by the Company’s Articles of Association and sections 309A to 309C of the Companies Act 2006, has been granted by the Company to each of the Directors of the Company. Under the provisions of the QTPI the Company undertakes to indemnify each Director against liability to third parties (excluding criminal and regulatory penalties) and to pay Directors’ costs as incurred, provided that they are reimbursed to the Company if the Director is found guilty or, in an action brought by the Company, judgement is given against the Director. Events after the balance sheet date There have been no events after the balance sheet date. Directors’ interests The table below shows the beneficial interests in the ordinary shares of the Company of the persons who were Directors at 31 December 2009. This excludes share options but includes interests of the Directors’ family members. 31 Dec 2009 1 Jan 2009 Ken Hanna 700,000 37,000 André Lacroix 4,591,600 459,160 John McConnell 1,438,225 57,840 Alison Cooper 25,000 – Nigel Northridge 100,000 – Graham Pimlott 200,000 20,000 Will Samuel 120,000 12,000 David Scotland 112,980 11.298 Michael Wemms 75,640 7,564 There have been no changes to the number of shares held by Directors between 1 January 2010 and 9 March 2010. Employee benefit trust The Executive Directors of the Company, together with other employees of the Group, are potential beneficiaries of the Inchcape Employee Trust (Trust) and, as such, are deemed to be interested in any ordinary shares held by the Trust. At 31 December 2009, the Trust’s shareholding totalled 13,797,362 ordinary shares (1 January 2008 – 2,315,380 ordinary shares) Between 1 January 2010 and 9 March 2010 the Trust did not transfer any shares to satisfy the exercise of awards under employee share plans. Charitable and political donations The Company did not make any charitable donations during 2009. No political donations were made during 2009. Principal financial risk factors These risks are shown on pages 38-39. Authority to purchase shares At the Company’s Annual General Meeting on Thursday 14 May 2009, the Company was authorised to make market purchases of up to 460,366,500 ordinary shares (representing approximately 10.0% of its issued share capital at that time). No such purchases were made during 2009. Shareholders will be asked to approve the renewal of this authority at the Company’s Annual General Meeting on 13 May 2010. www.inchcape.com 75
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Full Annual Report - Inchcape

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