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Kingfi sher plc<br />

<strong>Annual</strong> <strong>Report</strong><br />

<strong>and</strong> <strong>Accounts</strong><br />

2009/10<br />

Directors’ report<br />

The directors present their report<br />

<strong>and</strong> audited fi nancial statements<br />

for the fi nancial year ended<br />

30 January 2010.<br />

Principal activities<br />

The principal activity of Kingfi sher plc <strong>and</strong> its wholly-owned subsidiaries,<br />

joint venture <strong>and</strong> associates is the delivery of the <strong>full</strong> range of products<br />

<strong>and</strong> services of an international home improvement business.<br />

Business review<br />

The business review, which is set out on pages 1 to 28 provides<br />

a comprehensive review of the development, performance <strong>and</strong> future<br />

prospects of the Group’s operations for the year ended 30 January<br />

2010. The information set out in the business review is incorporated<br />

by reference into this report <strong>and</strong> is deemed to form part of this report.<br />

Dividends<br />

The directors recommend a fi nal dividend of 3.575p (2008/09: 3.40p)<br />

per ordinary share amounting to £84m (2008/09: £80m) to be paid on<br />

18 June 2010 to members appearing on the Register at the close of<br />

business on 7 May 2010. Together with the interim dividend of 1.925p<br />

(2008/09: 1.925p) per ordinary share, amounting to £45m (2008/09:<br />

£45m), paid on 12 November 2009, the total dividend for the year will<br />

be 5.50p (2008/09: 5.325p) per ordinary share, amounting to £129m<br />

(2008/09: £125m).<br />

Directors<br />

Full biographical details of the current directors are set out on page 29.<br />

Peter Jackson, Hartmut Krämer <strong>and</strong> Phil Bentley retired as non-executive<br />

directors on 3 June 2009, 23 October 2009 <strong>and</strong> 17 March 2010 respectively,<br />

<strong>and</strong> Michael Hepher, who has served on the Board as a non-executive<br />

director for over 12 years will retire at the conclusion of the AGM on<br />

17 June 2010. Anders Dahlvig <strong>and</strong> Andrew Bonfi eld joined the Board<br />

as non-executive directors on 16 December 2009 <strong>and</strong> 11 February 2010<br />

respectively <strong>and</strong> will seek election to the Board at the AGM. In accordance<br />

with the Company’s Articles of Association, Daniel Bernard <strong>and</strong><br />

Janis Kong will retire by rotation <strong>and</strong> will seek re-election to the Board<br />

at the AGM.<br />

Directors’ indemnity arrangements<br />

The Company has provided qualifying third-party deeds of indemnity<br />

for the benefi t of each director <strong>and</strong> former director who held offi ce<br />

during the 2009/10 fi nancial year. The Company has also purchased<br />

<strong>and</strong> maintained Directors’ <strong>and</strong> Offi cers’ liability insurance throughout<br />

2009/10. Neither the indemnities nor the insurance provide cover in the<br />

event that the director concerned is proved to have acted fraudulently.<br />

Directors’ interests<br />

No director had a material interest at any time during the year in any<br />

derivative or fi nancial instrument relating to the Company’s shares.<br />

Details of directors’ remuneration, service contracts <strong>and</strong> interests<br />

in shares of the Company are set out in the Directors’ remuneration<br />

report on pages 41 to 53.<br />

Risk identifi cation, assessment <strong>and</strong> management<br />

A summary of the Group’s position regarding risk identifi cation,<br />

assessment <strong>and</strong> management is contained in the Risks section<br />

on pages 26 to 28.<br />

31<br />

Employees<br />

The commitment of the Group’s employees is vital to ensure that high<br />

st<strong>and</strong>ards of customer care <strong>and</strong> service are maintained throughout the<br />

business. The Company is <strong>full</strong>y committed to treating its employees <strong>and</strong><br />

customers with dignity <strong>and</strong> respect, <strong>and</strong> to valuing diversity. It is Group<br />

policy to:<br />

– ensure there is no discrimination in employment on the grounds<br />

of race, gender, age, disability, marital status, sexual orientation<br />

or religious belief;<br />

– implement measures in stores to ensure a level of customer service<br />

for disabled people equivalent to that offered to non-disabled people;<br />

<strong>and</strong><br />

– maintain a mechanism which customers <strong>and</strong> employees can use<br />

to give feedback on our performance <strong>and</strong> ensure that all customer<br />

comments are analysed, responded to <strong>and</strong> acted upon.<br />

Across the Group, women accounted for 41% of total employees <strong>and</strong><br />

29% of managers in 2009/10. B&Q UK continued its long-established<br />

policy of promoting age diversity, with around a quarter of its employees<br />

aged over 50.<br />

The Group’s statement on employee development is set out in the<br />

People section on page 16 <strong>and</strong> details of employee involvement through<br />

share participation are contained in the Directors’ remuneration report<br />

on pages 41 to 53.<br />

There are a number of communication channels in place to help people<br />

develop their knowledge of, <strong>and</strong> enhance their involvement with, the<br />

Group. These channels include engagement surveys, briefi ng groups,<br />

internal magazines <strong>and</strong> newsletters that report on business performance<br />

<strong>and</strong> objectives, community involvement <strong>and</strong> other applicable issues.<br />

Directors <strong>and</strong> senior management regularly visit stores <strong>and</strong> discuss<br />

matters of current interest <strong>and</strong> concern with employees.<br />

Corporate responsibility<br />

Details of the Group’s corporate responsibility policy <strong>and</strong> operations<br />

are set out on page 18.<br />

Charitable donations<br />

Kingfi sher <strong>and</strong> its subsidiaries made contributions to charity/community<br />

projects worth an estimated £941,000 during the fi nancial year ended<br />

30 January 2010 – equivalent to 0.2% of pre-tax profi ts. This included<br />

cash donations (£417,000) <strong>and</strong> gifts-in-kind (£376,000 – retail cost).<br />

Support was also given through the donation of time by employees<br />

(£148,000).<br />

Political donations<br />

The Board annually seeks <strong>and</strong> obtains shareholders’ approval to enable<br />

the Group to make donations to or incur expenditure in relation to EU<br />

political parties, other political organisations or independent election<br />

c<strong>and</strong>idates under section 366 of the Companies Act 2006. The approval<br />

given in 2009 restricted such expenditure to an aggregate limit of<br />

£75,000 during the period of 12 months following the date of the AGM.

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