Full Annual Report - Inchcape

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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 76 Inchcape plc ¦ Annual Report and Accounts 2009
Section Two Two Governance appropriate for a listed company of its size and nature in the UK market. The share consolidation is subject to approval by shareholders at the Annual General Meeting to be held on 13 May 2010. Articles of Association The appointment and replacement of Directors are governed by the Company’s Articles of Association. Any changes to the Articles of Association must be approved by the shareholders in accordance with the Companies Act 2006, by way of special resolution. The Directors have authority to issue and allot ordinary shares pursuant to Article 7 of the Articles of Association and shareholder authority requested at each Annual General Meeting of the Company. The Directors also have authority to make market purchases of ordinary shares and this authority is also renewed annually at the Annual General Meeting. Change of control Save as described in the following paragraphs, the Company is not party to any significant agreements that would take effect, alter or terminate upon a change of control of the Company following a takeover bid. Certain of the Group’s third party funding arrangements would terminate upon a change of control of the Company. The Group’s relationship with its brand partners are managed at Group level. However, the relevant contracts are entered into at a local level,with day to day management being led by each operating business. Certain of the contracts may terminate on a change of control of the Company. The Company does not have agreements with any Director or employee providing compensation for loss of office or employment that occurs because of a takeover bid, except for provisions in the rules of the Company’s shares schemes which may result in options or awards granted to employees to vest on a takeover, except for Dale Butcher. Dale is entitled to receive an enhanced payment if his contract is terminated due to a change of control of 12 months’ salary, a bonus payment based on the average of the prior three years’ bonus payments, a deferred 12 month pension annuity and a payment in lieu of use of his company car. Key contractual and other arrangements Other than arrangements with SAP and certain of its third party providers of finance, the Company’s contracts are at an operating level rather than at Group level. As a result no individual supplier or customer contract is significant to the business. Transactions with Directors No transaction, arrangement or agreement required to be disclosed under the Companies Act 2006 or IAS 24 ‘Related Parties’ was outstanding at 31 December 2009, or was entered into during the year for any Director and/or connected person (2008 – none). Annual General Meeting The Annual General Meeting will be held at 11.00 a.m. on Thursday 13 May 2010 at J.P Morgan Cazenove, 20 Moorgate, London, EC2R 6DA . The notice convening the meeting and the resolutions to be put to the meeting, together with the explanatory notes, are set out in the Circular to all shareholders. The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office. A resolution to reappoint them as auditors will be proposed at the Annual General Meeting. By order of the Board Claire Chapman General Counsel and Group Company Secretary Inchcape plc www.inchcape.com 77
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Annual Report and Accounts 2009 Ind
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Full Annual Report - Inchcape

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