Full Annual Report - Inchcape

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