Full Annual Report - Inchcape

Governance
Directors’ report continued
Creditor payment policy
The Company has no trade creditors (2008 – nil). The Group is
responsible for agreeing the terms and conditions including terms
of payment under which business transactions with the Group’s
suppliers are conducted. Whilst the Group does not follow any
single external code or standard, in line with Inchcape Group
policy, payments to suppliers are made in accordance with agreed
terms and conditions.
Employees
The Company is committed to a policy of treating all its colleagues
and job applicants equally and to increasing the involvement of
colleagues through engagement activities. Full details can be
found in the Corporate Responsibility Report on pages 40-49.
We are committed to the employment of people with disabilities
and will interview all those candidates who meet the minimum
selection criteria. We provide training and career development for
our employees, tailored where appropriate to their specific needs,
to ensure they achieve their potential. If an indivdual becomes
disabled while in our employment, we will do our best to ensure
continued employment in their role, including consulting them
about their requirements, making appropriate adjustments and
providing alternative suitable positions.
Going concern
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue as a going concern for the foreseeable
future. As such, the Company and the Group continue to adopt the
going concern basis in preparing the annual report and accounts.
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report, the
Directors’ Remuneration Report and the Financial statements in
accordance with applicable laws and regulations.
Company law requires the Directors to prepare consolidated
Financial statements for each financial year. Under that law the
Directors have elected to prepare the Group Financial statements
in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union, and the parent
company Financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law). Under
company law the 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 Company and of
the profit or loss of the Group for that period. In preparing these
Financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent; and
• state whether IFRSs are adopted by the European Union and
applicable UK Accounting Standards have been followed, subject
to any matieral departures disclosed and explained in the
Group and parent company Financial statements respectively.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and the Group and enable
them to ensure that the Financial statements and the Directors’
Remuneration Report comply with the Companies Act 2006 and,
as regards the Group Financial statements, Article 4 of the ISAS
Regulation. They are also responsible for safeguarding the assets of
the Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintainance and integrity of
the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of Financial
statements may differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions are given on
pages 52-53 confirm that, to the best of their knowledge:
• the Group Financial statements, which have been prepared in
accordance with IFRSs as adopted by the European Union, give
a true and fair view of the assets, liabilities, financial position and
profit of the Group, and
• the operating review on pages 22-39 of the Annual Report
includes a fair review of the development and performance of
the business and the position of the Group, together with a
description of the principal risks and uncertainties that it faces.
Share capital
As at 31 December 2009, the Company’s issued share capital was
£163,245,735.18 comprised of 4,630,714,974 ordinary shares of 1.0p
each and 487,244,106 deferred shares of 24.0p each.
Holders of ordinary shares are entitled to receive the Company’s
Report and Accounts; to attend and speak at General Meetings
and to appoint proxies and exercise voting rights. The shares do not
carry any special rights with regard to control of the Company. The
rights are set out in the Articles of Association of the Company.
There are no restrictions or limitations on the holding of ordinary
shares and no requirements for prior approval of any transfers. There
are no known arrangements under which financial rights are held
by a person other than the holder of the shares.
The rights attaching to the Company’s deferred shares are set out
in the Articles of Association of the Company. Holders of deferred
shares have no voting, dividend or capital distribution rights, save
for very limited rights on a winding up; the shares are not
transferable and do not confer any rights of redemption.
Shares acquired through the Company share schemes rank pari
passu with the shares in issue and have no special rights.
Significant shareholdings
Disclosures received pursuant to DTR5 are shown on page 62 and
these disclosures are incorporated by reference in this Report.
Share consolidation
As announced on 10 March 2010, the Board intends to propose a
1 for 10 share consolidation of ordinary shares. The purpose of the
share consolidation is to reduce the total number of ordinary shares
now in issue following the Rights Issue undertaken in 2009 and to
increase the likely price of the Company’s shares to a figure more
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Inchcape plc ¦ Annual Report and Accounts 2009