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direCtors’ report Continued
ContraCts essential to the Business of the Company
The Chief Executive’s Report and Business Review sets out on page 5
information about persons with whom the Company has contractual or other
arrangements which are essential or material to the business of the Group.
takeovers
The directors do not believe there are any significant contracts that may change
in the event of a successful takeover of the Company. Details of the impact of
any successful takeover of the Company on directors’ bonus and share schemes
are set out in the Directors’ Remuneration Report on pages 23 and 24. Executive
Directors’ service contracts and non-executive directors’ appointment letters
contain no specific provisions relating to any takeover of the Company.
employee share sChemes
Details of the Performance Share Plan and share awards made thereunder are
set out in the Directors’ Remuneration Report on pages 23 and 24, and on page
26. No performance period has yet been completed under that plan. At the next
Annual General Meeting of the Company the Company intends to seek approval
of the establishment of the Bonus Share Scheme details of which are set out in
the Directors Remuneration Report on page 24.
employee involvement
The Group employs 16,650 employees. Those employees are fundamental to the
future success of the Group. The Group communicates with its people through
a wide variety of channels, including briefings held at Head Office, information
transmitted through line managers, and an Employee Forum at the Head
Office and National Distribution Centre at Shirebrook, and the Company’s open
management style encourages employees to develop and to contribute to the
development of the business.
All UK permanent employees of the Group in UK Retail, Brands and Head
Office will participate in the proposed new Bonus Share Scheme if approved at
the Annual General Meeting. The scheme is intended to motivate and provide
those employees with a direct and substantial link between Group performance
and their remuneration, and encourage employee participation in the Group.
The proposed new Bonus Share Scheme will operate in addition to the current
workplace bonus schemes, which are directly related to specific workplace
performance.
The Group has entered into an agreement with the trade union Unite in respect
of collective bargaining of the pay, hours and holidays of certain groups of
employees at the Group’s National Distribution Centre at Shirebrook.
Further information on relationships with employees can be found in the
Corporate and Social Responsibility Report on page 28.
equal opportunities
The Group’s policy for its employees and for all applicants for employment is to
fit the abilities and aptitude of each individual to an appropriate job, irrespective
of gender, race, religion or belief, sexual orientation, age, disability or ethnic
origin. The Company and other Group companies will not tolerate discrimination
in any form. Applications for employment by disabled persons are given full and
fair consideration for all vacancies in accordance with their particular aptitudes
and abilities. The Group does all that is practicable to meet its responsibilities
towards the training and employment of disabled people, and to ensure that
training, career development and promotion opportunities are available to all
employees. The Group makes every effort to provide continuity of employment
in the same or similar job where an employee becomes disabled including
offering retraining in order that the employees employment within the Group
may continue.
researCh and development
The Group designs clothing and some footwear for sale in stores and has
arrangements with suppliers for the research and development of goods for the
Brands division.
land and BuildinGs
The directors have reviewed the land and buildings owned by the Group and
have concluded that the market value of those properties is less than the
balance sheet amounts, and have accordingly impaired those amounts.
16 Directors’ Report
CharitaBle and politiCal donations
During the Year, the Group made charitable donations of £50,000 (2008:
£10,000) to the Retail Trust, the principal charity of the retail sector. No political
donations were made (2008: nil).
direCtors
Directors who served during the year were:
date of appointment
Mike Ashley 21 December 2006
Simon Bentley 02 March 2007
Malcolm Dalgleish 25 October 2007
Dave Forsey 08 February 2007
Bob Mellors 21 December 2006
Dave Singleton 25 October 2007
The provisions in the Company’s Articles for the appointment, retirement after
appointment by the Board and by rotation, and standing for reappointment are
described in the Corporate Governance Report on page 18.
Details of directors, their roles, responsibilities, achievements and significant
external commitments are set out on page 13 and, in respect of directors
standing for reappointment, in the Annual General Meeting Notice, which is sent
to shareholders with this report.
The Board believes that each director standing for reappointment continues to
demonstrate commitment, is an effective member of the Board, and contributes
to the balance of skills, knowledge and experience identified by the Board as
being required. The Board is satisfied that the Acting Chairman is not precluded
from devoting sufficient time to his duties to the Company by reason of his other
commitments. The Board recommends reappointment of the directors standing
for reappointment.
Information on service contracts and details of the interests of the directors and
their families in the share capital of the Company at 26 April 2009 and at the
date of this report is shown in the Directors’ Remuneration Report on pages 24
and 26 respectively. Copies of the service contracts of executive directors and
of the appointment letters of the Acting Chairman and non-executive directors
are available for inspection at the Company’s registered office during normal
business hours and at the Annual General Meeting.
No director has a directorship in common or other significant links with any
other director (except in the case of executive directors holding directorships of
subsidiary companies of the Company).
direCtors ConfliCts of interest
The Board has put in place procedures to deal with directors’ conflicts of
interest. During the Year the Board reviewed and, where appropriate, approved
certain situational conflicts of interest that were reported to it by directors,
and a register of those situational conflicts is maintained and reviewed.
Also during the Year the Board noted any transactional conflicts of interest
concerning directors that arose and were declared. No director took part in the
discussion or determination of any matter in respect of which he had disclosed
a transactional conflict of interest.
deeds of indemnity
The Company has entered into deeds of indemnity for the benefit of each
director of the Company and for the benefit of each person who was a director
during the Year, in respect of liabilities to which they may become liable in their
capacity as director of the Company and of any company in the Group. These
indemnities are qualifying third part indemnity provisions within the meaning
given to that term by Sections 234 and 235 of the 2006 Act, and all these
indemnities remain in force.
annual General meetinG
The Annual General Meeting of the Company will be held on 9 September 2009
at Unit D, Brook Park East, Shirebrook, NG20 8RY. The meeting will commence
at 3.00 pm. The Board encourages shareholders to attend and participate in the
meeting.