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34 Directors’ statement of responsibility Going concern The directors confi rm that, after reviewing expenditure commitments, expected cash fl ows and borrowing facilities, they have a reasonable expectation that the Company and the Kingfi sher Group have adequate resources to continue in operational existence for the next fi nancial year and the foreseeable future. For this reason they continue to adopt the going concern basis in preparing these fi nancial statements. Further details of the Group’s liquidity are detailed in the fi nancial review on page 19. Disclosure of information to auditors Each person who is a director at the date of approval of this report confi rms that, so far as he or she is aware: there is no relevant audit information (as defi ned by section 391(2) of the Companies Act 2006) of which the Company’s auditors are unaware; and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. Responsibility for preparing fi nancial statements The directors are responsible for preparing the Annual Report and the fi nancial statements in accordance with applicable law and regulations. UK company law requires the directors to prepare fi nancial statements for each fi nancial year. Under that law the directors are required to prepare the Group fi nancial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Article 4 of the IAS Regulation and have elected to prepare the parent company fi nancial 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 accounts unless they are satisfi ed that they give a true and fair view of the state of affairs of the Company and of the profi t or loss of the Company for that period. In preparing the parent company fi nancial statements, the directors are required to: – select suitable accounting policies and then apply them consistently; – make judgments and accounting estimates that are reasonable and prudent; – follow applicable UK Accounting Standards (except where any departures from this requirement are explained in the notes to the parent company fi nancial statements); and – prepare the fi nancial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. Kingfi sher plc Annual Report and Accounts 2009/10 In preparing the Group fi nancial statements, International Accounting Standard 1 requires that directors: – properly select and apply accounting policies; – present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; – provide additional disclosures when compliance with the specifi c requirements in IFRSs are insuffi cient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s fi nancial position and fi nancial performance; and – make an assessment of the Company’s ability to continue as a going concern. The directors are responsible for keeping adequate accounting records that are suffi cient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the fi nancial position of the Company and enable them to ensure that the fi nancial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and fi nancial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of fi nancial statements may differ from legislation in other jurisdictions. Responsibility statement We confi rm that to the best of our knowledge: – the fi nancial statements, prepared in accordance with the relevant fi nancial reporting framework, give a true and fair view of the assets, liabilities, fi nancial position and profi t or loss of the Company and the undertakings included in the consolidation taken as a whole; and – the business review, which is incorporated into the directors’ report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. By order of the Board Nick Folland Company Secretary 24 March 2010
Kingfi sher plc Annual Report and Accounts 2009/10 Corporate governance The Board is committed to the highest standards of corporate governance and recognises that good governance is fundamental to helping the business deliver its strategy whilst generating shareholder value and safeguarding shareholders’ long-term interests. Compliance with the Combined Code As a UK listed company, Kingfi sher plc is required to state whether it has complied with the provisions set out in Section 1 of the UK Financial Reporting Council’s 2008 Combined Code on Corporate Governance (the Combined Code) throughout the year and, where the provisions have not been complied with, to provide an explanation. The Company is also required to explain how it has applied the principles set out in Section 1 of the Combined Code. The Board considers that throughout the year ended 30 January 2010, and as at the date of this Annual Report, the Company was compliant with the provisions of, and applied the principles of Section 1 of the Combined Code. The following section together with the directors’ report on pages 31 to 33, and the directors’ remuneration report on pages 41 to 53, provides details of how the Company applies the principles and complies with the provisions of the Combined Code. Other listings The Company has entered into a sponsored level one American Depositary Receipt programme with the Bank of New York Mellon, under which the Company’s shares are traded on the over-the-counter market in the form of American Depositary Receipts. On 29 December 2009, the Company delisted its ordinary shares from the list of fi nancial instruments admitted to trading on NYSE Euronext Paris. The decision to delist the shares from NYSE Euronext Paris was motivated primarily by low trading volumes experienced over the past few years. 35 The Board The role of the Board The Board leads and controls the Group’s business and its powers are set out in the Company’s Articles of Association, which are available on the Company’s website. The Board has fi nal responsibility for the management, direction and performance of the Group and is accountable to the Company’s shareholders for the proper conduct of the business. The Board has a formal schedule of matters specifi cally reserved for its approval, which is available on the Company’s website. The schedule is reviewed periodically and includes the following matters: – Group strategy, three-year plans and annual budgets; – major acquisitions or divestments of companies and business; – major changes to the capital structure including tax and treasury management; – changes to accounting policies or practices; – approval of all fi nancial announcements, the annual report and accounts and shareholder communications; – the system of internal control and risk management policy; and – review of management development strategy. The Board has delegated authority to its committees to carry out certain tasks as defi ned in their written terms of reference. Additional information on the responsibilities of each of the Board committees is set out on pages 37 to 38. Board meetings The Board holds regular scheduled meetings throughout the year. Unscheduled supplementary meetings also take place as and when necessary. These meetings are structured to allow open discussion. All directors participate in discussing the strategy, trading and fi nancial performance and risk management of the Company. Comprehensive briefi ng papers are circulated to all directors approximately one week before each meeting. Those directors who were unable to attend a particular meeting during the year reviewed the relevant briefi ng papers and were given the opportunity to discuss any issues with the Chairman or the Group Chief Executive.
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9 10 Kingfi sher is included in two
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