Jupiter Annual Report 2010 - Jupiter Asset Management

Governance | Directors’ report
Authority to purchase shares
In certain circumstances, it may be advantageous for the Company
to purchase its own ordinary shares and a special resolution will be
proposed at the Annual General Meeting to renew the Directors’
limited authority, granted by a special resolution on 25 May 2010,
to purchase the Company’s ordinary shares. The authority will
be limited to a maximum of 45,769,991 ordinary shares
(approximately 10 per cent. of the Company’s issued share capital at
the date of this report) and sets out the minimum and maximum prices
which may be paid for any such purchase by the Company.
Independent auditors and audit information
PricewaterhouseCoopers LLP are willing to continue as the Group’s
auditors and resolutions concerning their re-appointment and the
determination of their remuneration will be proposed at the Annual
General Meeting.
In accordance with section 418 of the Companies Act 2006 the
Directors who held office at the date of approval of the Directors’
Report confirm that, so far as each of them is aware, there is no
relevant audit information (as defined by section 418(3) of the Act) of
which the Group’s auditors are unaware and each Director has taken
all steps that they ought to have taken as a Director in order to make
themselves aware of any relevant audit information and to establish
that the Group’s auditors are aware of that information.
Going concern
The business review discusses the Group’s business activities,
together with the factors likely to affect its future development,
performance and position. In addition, it sets out the financial position,
its cash flows, liquidity position and borrowing facilities. The financial
risk management note of the financial statements sets out the Group’s
objectives, policies and processes for managing capital and its
financial risk management objectives, together with details of financial
instruments and exposure to credit and liquidity risk.
The Group has access to the financial resources required to run the
business efficiently and a strong gross cash position. The Group’s
forecasts and projections, which are subject to rigorous sensitivity
analysis, show that the Group will be able to operate within its
available resources.
As a consequence, the Directors have a reasonable expectation that
the Group has adequate resources to continue in operational
existence for the foreseeable future. Accordingly, they continue to
adopt the going concern basis of accounting in preparing the annual
financial statements.
Change of control
The Company does not have agreements with any Director that
would provide compensation for loss of office or employment resulting
from a change of control following a takeover bid, except that
provisions of the Company’s share schemes may cause options and
awards granted under such schemes to vest in those circumstances.
Creditor payment policy
It is the Group’s payment policy to obtain the best terms for all
business and, therefore, there is no consistent policy as to the terms
used. In general, the Group agrees with its suppliers the terms on
which business will take place and it is our policy to abide by these
terms. Unit trust creditors are settled within four working days.
The average number of trade creditor days for the Group was 27.4
(2009: 25.9).
Directors’ indemnities
The Company’s articles of association permit the provision of
indemnities to the Directors. In accordance with its Articles of
Association, the Company granted a deed of indemnity to each
Director on 1 June 2010, pursuant to which each Director was granted
the right to indemnification as permitted under the Act. These
arrangements were in place throughout the year. In addition, during
the year the Company has maintained liability insurance for Directors.
Charitable and other donations
The Group made contributions of £64,387 during the year (2009:
£116,775) for charitable purposes. No political donations were made
in 2010 (2009: nil).
Post-balance sheet events
Details of the post-balance sheet events are included in the note
to the financial statements – Post-balance sheet events.
Annual general meeting
The Annual General Meeting will take place on 18 May 2011.
All shareholders are invited to attend and will have the opportunity
to put questions to the Board. The Notice of the Annual General
Meeting will be circulated to all shareholders at least 20 working days
before the meeting and the details of the resolutions to be proposed
will be detailed in that Notice. This document will be available on the
Company’s website at www.investorsjupiteronline.co.uk.
For and on behalf of the Board
Adrian Creedy
Company Secretary
8 April 2011
Annual Report & Accounts 2010 53 Jupiter Fund Management plc