Annual Report and Accounts 2012 - Scapa

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Directors’ Remuneration Report continued Performance graph The graph below shows the Company’s TSR (Total Shareholder Return) compared to the FTSE AIM All Share Index over the last five years. TSR is defined as share price growth plus reinvested dividends. In the opinion of the Directors, the FTSE AIM All Share Index is the most appropriate index against which the TSR of Scapa Group plc should be measured because it is an index of similar sized companies to Scapa Group plc. Relative Returns Analysis of Scapa versus Sector (rebased to 100) Value if £100 invested at 2 April 2007 300 250 200 150 100 50 0 02/04/2007 01/04/2008 Scapa FTSE AIM M C Buzzacott Chairman, Remuneration Committee 29 May 2012 28 Scapa Group plc Annual Report and Accounts 2012 01/04/2009 31/03/2010 31/03/2011 31/03/2012
Corporate Governance “ Good governance helps engender prudent but effective management and Scapa remains committed to its Corporate Governance responsibilities.” James Wallace Corporate Governance The Company’s shares are traded on the Alternative Investment Market (AIM) of the London Stock Exchange. As a result, the Company is not bound to strict observance of the 2010 UK Corporate Governance Code (‘the Code’). It is the Company’s policy, however, to adhere to the principles of good governance. Throughout the year ended 31 March 2012, the Company has been in compliance with the provisions set out in the Code. The Board The Group is controlled through its Board of Directors. The Board’s main roles are to create value for shareholders, provide entrepreneurial leadership of the Group, approve the Group’s strategic objectives and ensure that the necessary financial and other resources are made available to enable those objectives to be met. The Board, which meets at least six times in each calendar year, has a schedule of matters reserved for its approval. The full Board met six times during the 2011/12 financial year. Each member attended all of the meetings during the term of his appointment. The specific responsibilities reserved to the Board include setting Group strategy and approving an annual budget and medium-term projections; reviewing operational and financial performance; approving major acquisitions, divestments and capital expenditure; reviewing the Group’s systems of financial control and risk management; ensuring that appropriate management development and succession plans are in place and reviewing the environmental, health and safety performance of the Group. The Board delegates matters not reserved to the Board concerning the management of the business to the Leadership Team. The roles of the Chairman and Chief Executive The division of responsibilities between the Chairman of the Board and the Chief Executive is clearly defined. The Chairman leads the Board in the determination of its strategy and in the achievement of its objectives. The Chairman is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda. The Chairman is a Non-Executive Director and has no involvement in the day-to-day business of the Group. The Chairman facilitates the effective contribution of Non-Executive Directors and constructive relations between Executive and Non-Executive Directors, ensures Directors receive accurate, timely and clear information and facilitates effective communication with shareholders. The Chief Executive has direct charge of the Group on a day-to-day basis and is accountable to the Board for the financial and operational performance of the Group. Senior Independent Director Mr Perry is currently the Senior Independent Director. The Senior Independent Director is available to meet shareholders on request and to ensure that the Board is aware of shareholder concerns not resolved through the existing mechanisms for investor communication. Directors and Directors’ independence As at 31 March 2012 the Board comprised the Non-Executive Chairman, two independent Non-Executive Directors and two Executive Directors. The names of the current Directors together with their biographical details and any other directorships are set out on page 18. All the Directors served throughout the period under review. The Non-Executive Directors constructively challenge and help develop proposals on strategy and bring strong, independent judgement, knowledge and experience to the Board’s deliberations. The Non-Executive Directors meet formally, at least once a year, without the Executive Directors and also meet informally on other occasions. The Directors are given access to independent professional advice at the Group’s expense, when the Directors deem it is necessary in order for them to carry out their responsibilities. The Group maintains, for its Directors and officers, liability insurance for any claims or series of claims against them in that capacity. The Board considers all of its Non-Executive Directors to be independent in character and judgement. No Non-Executive Director has been an employee of the Group; has or had within the last three years a material business relationship with the Group; receives remuneration other than a Director’s fee; has close family ties with any of the Group’s advisers, Directors or senior employees; holds cross-directorships or has significant links with other Directors through involvement in other companies or bodies; or represents a significant shareholder. Scapa Group plc Annual Report and Accounts 2012 29 Overview Business Review Governance Financial Statements
Page 1 and 2: Annual Report and Accounts 2012 Gro
Page 3 and 4: Sector split Electronics Healthcare
Page 5 and 6: Chairman’s Statement A focus on s
Page 7 and 8: “Our goal is to deliver sustainab
Page 9 and 10: Revenue £145.9m +0.2% 74.6% of Gro
Page 11 and 12: Revenue £39.5m +16.9% 20.2%of Grou
Page 13 and 14: Revenue £10.2m -20.9% 5.2% of Grou
Page 15 and 16: KPIs Return on sales (*1) 5.5% Trad
Page 17 and 18: Lost Time Accidents (LTAs) FY12 FY1
Page 19 and 20: We take the view that the policies
Page 21 and 22: Introduction At the heart of how Sc
Page 23 and 24: Leadership Team L-R: Ian Marchant,
Page 25 and 26: Scapa has a combination of unionise
Page 27 and 28: Directors’ Remuneration Report Th
Page 29 and 30: Other benefits Purpose Policy for e
Page 31: Directors’ interests As of 31 Mar
Page 35 and 36: Internal control system In accordan
Page 37 and 38: Under its terms of reference, the A
Page 39 and 40: Independent Auditor’s Report to t
Page 41 and 42: Consolidated Balance Sheet As at 31
Page 43 and 44: Consolidated Cash Flow Statement Fo
Page 45 and 46: Consolidation The consolidated fina
Page 47 and 48: Property, plant and equipment (incl
Page 49 and 50: The liability recognised in the Bal
Page 51 and 52: Notes on the Accounts 1. Segmental
Page 53 and 54: 2. Segment assets and liabilities c
Page 55 and 56: 6. Key management compensation and
Page 57 and 58: 9. Taxation continued Movement in u
Page 59 and 60: 13. Goodwill Cost 1 April 34.2 45.8
Page 61 and 62: 16. Assets held for sale During the
Page 63 and 64: 22. Borrowings Amounts due within o
Page 65 and 66: 23. Derivative financial instrument
Page 67 and 68: 24. Provisions continued During the
Page 69 and 70: 25. Retirement benefit liabilities
Page 75 and 76: 27. Share options continued US Stoc
Page 77 and 78: 29. Commitments Capital commitments
Page 79 and 80: Scapa Group plc Parent Company Fina
Page 81 and 82: Company Balance Sheet As at 31 Marc
Page 83 and 84:
Foreign currencies Transactions in
Page 85 and 86:
4. Investments Shares in Group unde
Page 87 and 88:
10. Share capital Allotted, issued
Page 89 and 90:
12. Pension schemes continued Five
Page 91 and 92:
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