Report & Accounts - JLT

Directors’ ReportDirectors’ Report24Jardine Lloyd Thompson Group plc Annual Report & Accounts 2005Principal activities and business reviewJardine Lloyd Thompson Group plc is a holding company,the principal subsidiary and associated undertakings ofwhich are engaged in insurance & reinsurance brokingand employee benefits. A review of the Group’s tradingactivities and prospects is included in the Chairman’sStatement, Chief Executive’s Statement and OperationalReviews on pages 2 to 15 and should be read as part ofthis report.Results and dividendsThe financial statements deal with the consolidated resultsof the Group for the year ended 31st December 2005,which are shown on pages 46 to 103. The profitattributable to shareholders amounted to £50,573,000(2004: £55,657,000).The directors recommend the payment of a final dividendof 12p per share which, together with the interim dividendof 8.5p per share paid in October 2005 amounts to a totaldividend of 20.5p per share (2004: 20.5p per share).Subject to shareholder approval, the final dividend will bepaid on 28th April 2006 to shareholders registered at theclose of business on 31st March 2006.The unconsolidated financial statements for the Companyto 31st December 2005, prepared in accordance with UKGAAP, are set out on pages 104 to 110.Substantial shareholdersAt the date of this report, the Company had beennotified of the following major interests, each representing3% or more of the existing issued ordinary share capital(see table below). During the year, Jardine MathesonHoldings Limited increased its interest in the Companywith the acquisition of 750,000 ordinary shares and itstotal interest increased to 64,514,916 ordinary shares,being 30.39% of the issued share capital of the Company.This interest is held through its wholly owned subsidiaryJMH Investments Limited. Jardine Strategic HoldingsLimited is interested in the shares of Jardine MathesonHoldings Limited under Section 203(2)(b) of theCompanies Act 1985.Shareholder Ordinary shares % HeldJMH Investments Limited 64,514,916 30.39Silchester InternationalInvestors Limited (note) 40,394,899 19.03Morley Fund Management Limited 10,446,200 4.92(a subsidiary of Aviva plc)Note: The interest of Silchester International InvestorsLimited (SII) includes holdings on behalf of SII and aholding of 5,573,092 JLT shares held on behalf ofSanderson Asset Management Limited in which SII hasa 49.9% interest.Relationship with Jardine Matheson GroupTrading: During the year, the Group continued to have anumber of arms-length trading links with JardineMatheson Group companies, the financial implications ofwhich are given in note 32 on page 96.Business services: In prior years, Jardine Mathesonprovided internal audit services to the Group on an armslengthbasis. With effect from 1st January 2005, theinternal audit function was transferred to the Company,reporting to the Audit and Compliance Committee.The BoardWith the exception of Nick MacAndrew and Chris Keljik,who were appointed directors during the year, thedirectors shown on pages 22 and 23 served throughoutthe year.Claude Chouraqui, John Lloyd and Richard Sermonretired from the Board on 28th April 2005 and TonyHobson retired on 31st July 2005. Nick MacAndrewand Chris Keljik were appointed directors on 1st Julyand 1st November 2005 respectively. Both areindependent non-executive directors and serve on theNominations, Audit and Compliance and RemunerationCommittees. Mr MacAndrew was appointed Chairman ofthe Audit and Compliance Committee on 1st August2005. Mike Hammond resigned as a director on 1stDecember 2005.Dominic Collins, Chris Keljik, Rodney Leach,Nick MacAndrew and Vyvienne Wade will retire atthe forthcoming Annual General Meeting and, beingeligible, will offer themselves for re-election. Ken Carterwill retire from the Board at the conclusion of the AnnualGeneral Meeting. After that date he will remain with theGroup until 31st December 2006 when his employmentwill terminate. His duties to that date will includecontinuing as Chief Executive of our USA retail operations.