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Governance<br />

Directors’ report<br />

continued<br />

Directors’ interests<br />

The Directors’ interests in the share capital of the Company,<br />

as defined by the Companies Act 1985, on the relevant<br />

dates were:<br />

28 Oct 26 Oct 26 Feb<br />

Ordinary Shares 2007 2008 2009<br />

D P J Ross 3,989,296 3,989,296 3,989,296<br />

M R Peacock 3,565,453 2,907,953 2,907,953<br />

R H E Powell 5,000 5,000 5,000<br />

J A B Kelly 9,241 11,241 13,241<br />

Non-beneficial 2,000 2,000 2,000<br />

N R Carrick 2,067 2,067 2,067<br />

D W Hobdey 1,521 1,521 1,521<br />

M Lejman – 36,425 36,425<br />

M R Reynolds – – –<br />

Y Ophir – – –<br />

All shareholdings are beneficial unless otherwise stated.<br />

Details of Directors’ options may also be found in the report<br />

by the Remuneration Committee on page 34.<br />

Substantial shareholdings<br />

At 26 February 2009 HSBC Global Custody Nominees Limited<br />

holds 5,888,569 (22.30%) ordinary shares. The Rappaport<br />

family Trusts controls the exercise of the voting power relating to<br />

these interests, Mr D P J Ross (Director) holds 3,989,296<br />

(15.11%) ordinary shares, Hanover Investors Limited holds<br />

2,907,953 (11.01%) ordinary shares, Aberdeen Asset<br />

Management holds 1,192,658(4.52%) ordinary shares, the<br />

Melville family holds 2,586,916 (9.80%) ordinary shares <strong>and</strong><br />

Henderson Global Investors holds 805,286 (3.05%) ordinary<br />

shares.<br />

Other shareholdings<br />

Mr F W Wood <strong>and</strong> Mr N R Carrick are trustees of a Trust<br />

which has powers to acquire 7.50% preference shares of the<br />

Company. These shares, of which there are 50,250 in issue,<br />

are unquoted. At 26 February 2009 the Trust has acquired<br />

a total of 27,436 <strong>and</strong> will continue to acquire these shares<br />

as <strong>and</strong> when they are offered.<br />

Community support <strong>and</strong> charitable donations<br />

Charitable donations made by the Group during the year<br />

amounted to £13,000.<br />

Employees<br />

Details of the number of Employees by business are shown<br />

in note 8 on page 54.<br />

By various means, ef<strong>for</strong>ts are made to encourage Employee<br />

involvement in the Group <strong>and</strong> to disseminate in<strong>for</strong>mation to<br />

increase awareness of its activities <strong>and</strong> the decisions taken<br />

which affect Employees’ interests.<br />

The Group has <strong>for</strong> many years employed disabled persons<br />

whenever appropriate <strong>and</strong> has made special ef<strong>for</strong>ts in respect<br />

of existing Employees who have become disabled during their<br />

service. Full consideration is given to the career development<br />

of such individuals.<br />

30 <strong>Cosalt</strong> plc Annual report & financial statements 2008<br />

Directors’ report<br />

Supplier payment policy<br />

It is the policy of the Company <strong>and</strong> its UK subsidiaries to<br />

establish terms of payment with suppliers when agreeing<br />

the terms of business.<br />

The aim is to despatch cheques to settle undisputed accounts<br />

on the due date, or where other means of payment are used,<br />

to deliver funds as if payment had been made by cheque.<br />

The number of days’ purchases outst<strong>and</strong>ing at the end of<br />

the financial year was 97 days <strong>for</strong> the Group <strong>and</strong> 75 days<br />

<strong>for</strong> the Company.<br />

Forward-looking statements<br />

This Annual Report may contain <strong>for</strong>ward-looking statements<br />

based on current expectations of, <strong>and</strong> assumptions <strong>and</strong><br />

<strong>for</strong>ecast made by, Group management. Various known <strong>and</strong><br />

unknown risks, uncertainties <strong>and</strong> other factors could lead<br />

to substantial differences between the actual future results,<br />

financial situation development or per<strong>for</strong>mance of the Group<br />

<strong>and</strong> the estimates <strong>and</strong> historical results given herein. Undue<br />

reliance should not be placed on <strong>for</strong>ward-looking statements<br />

which speak only as of the date of this document. The Group<br />

accepts no obligation to publicly revise or update these<br />

<strong>for</strong>ward-looking statements or adjust them to future events or<br />

developments, whether as a result of new in<strong>for</strong>mation, future<br />

events or otherwise, except to the extent legally required.<br />

Disclosure of in<strong>for</strong>mation to Auditors<br />

The Directors who held office at the date of approval of this<br />

Directors’ report confirm that, so far as they are aware, there is<br />

no relevant audit in<strong>for</strong>mation of which the Company’s Auditors<br />

are unaware; <strong>and</strong> each Director has taken all the steps that he<br />

ought to have taken as a Director to make himself aware of any<br />

relevant audit in<strong>for</strong>mation <strong>and</strong> to establish that the Company’s<br />

Auditors are aware of that in<strong>for</strong>mation.<br />

Auditors<br />

The Auditors, KPMG Audit Plc, have expressed their willingness<br />

to continue in office. In accordance with Section 384 of the<br />

Companies Act 1985, a resolution <strong>for</strong> their appointment will<br />

be proposed at the Annual General Meeting.<br />

By order of the Board<br />

N R Carrick<br />

Secretary<br />

Fish Dock Road, Grimsby<br />

26 February 2009

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