Pinewood Shepperton plc Annual Report ... - Pinewood Studios

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18 Pinewood Shepperton plc Annual Report & Accounts 2010Directors’ reportThe Directors present their Annual Report together with the financial statements for the year ended 31 December 2010.Principal activities, business review and future developmentsThe principal activity of the Company is the provision of studio and related services to the global film and televisionindustry. The Board considers the Company to be well placed and views its future prospects with confidence.The information that fulfils the requirements of the Business review can be found in the following sections, which areincorporated into this report by reference: Operating review, Financial Review, Key Business Risks, CorporateGovernance, Employees and Corporate Responsibility (pages 5 to 35).Future developments are discussed within the Chairman’s Statement and Operating Review (pages 3 to 11).Results and dividendProfit for the financial year ended 31 December 2010 was £4.3m (2009: £4.2m). A final dividend of 2.50p (2009: 2.40p)per share is recommended for the year ended 31 December 2010.Directors and their interestsThe Directors at 31 December 2010 and their interests in the share capital of the Company, other than those interestsin options and awards in respect of ordinary shares (which are contained within the Directors’ remuneration report), wereas follows:Number ofordinaryshares at1 January2010Acquiredduringthe yearNumber ofordinaryshares at31 December2010Lord Grade of Yarmouth 620,486 – 620,486Ivan Dunleavy 1,266,458 20,000¹ 1,286,458Patrick Garner 208,822 – 208,822Nicholas Smith 25,196 – 25,196Adrian Burn 66,660 – 66,660Nigel Hall 18,289 – 18,289James Donald 10,000 – 10,000Steven Underwood² – – –1. Purchased in connection with long-term incentive plan grants.2. Steven Underwood is an Executive Director of the Peel Group which indirectly owns 26.64% of the issued share capital through Goodweather InvestmentManagement.Since 31 December 2010, there have been no changes in the Directors’ interests in shares.The Company has complied with the Financial Services Authority announcement on 9 January 2009 with respect toDisclosure and Transparency Rule 3.1.2, and discloses relevant information to the market via Regulatory News Servicebulletins as soon as it receives notification of transactions.
Pinewood Shepperton plc Annual Report & Accounts 2010 19Directors’ report continuedDirectors and their interests continuedLord Grade and Nigel Hall will retire by rotation at the forthcoming Annual General Meeting on 31 May 2011 and, beingeligible, will offer themselves for re-election. In accordance with the Company’s Articles of Association, Steven Underwoodwill offer himself for election as he has been appointed to the Board since the Company’s last Annual General Meeting.In accordance with the Company’s Articles of Association, Adrian Burn will offer himself for re-election as he has heldoffice as a Non-Executive Director for more than nine years. For the reasons set out in the section on CorporateGovernance on page 26 the Board considers that notwithstanding the fact that Adrian Burn has served on the Board for11 years, he is independent for the purposes of the Combined Code and his level of experience brings a significant andvaluable contribution to the Board.Details of Directors’ service contracts are provided in the Directors’ remuneration report. Directors’ interests in contractsin the Group’s business are disclosed as related party transactions in Note 25 to the accounts.The Company appoints and replaces Directors in accordance with the Company’s Articles of Association and has a processof selection and recruitment of replacements as noted in the Nomination Committee section of the Corporate GovernanceReport.Corporate governanceDetails of the Company’s corporate governance policies are incorporated into the report by reference and can be foundon pages 26 to 31.Annual General MeetingThe notice convening the Annual General Meeting of the Company, to be held at J.P. Morgan Cazenove Limited,20 Moorgate, London EC2R 6DA, at 10.30 am on 31 May 2011, together with an explanation of the resolutions to beproposed at the meeting, is contained in a circular to shareholders enclosed with this Annual Report.Share capitalThe Company’s share capital comprises one class of ordinary shares which carry no restrictions on the transfer of sharesor on voting rights (other than set out in the Company’s Articles of Association).There are no agreements known to the Company between holders of shares in the Company which may result inrestrictions on the transfer of shares or on voting rights in relation to the Company.Details of issued share capital are contained in Note 20 to the accounts.At 2 March 2011, the beneficial interests amounting to 3% or more of the issued share capital of the Company, as notifiedto the Company, comprised:PercentageNumber of sharesheldCrystal Amber Advisers (UK) LLP 12,930,861 27.97Goodweather Investment Management 12,318,000 26.64Aberdeen Asset Management Group 4,577,500 9.90SVG Capital Plc 3,410,148 7.38Warren James Holdings Limited 2,175,000 4.70Aegon Asset Management 1,643,602 3.56No holder of shares in the Company has any special rights with regard to control of the Company, nor does the SharesaveScheme (details in the Remuneration Committee report) provide rights with regards to the control of the Company.
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