Directors’ Report: Other Information continuedStrategy Performance Governance Financialsand (b) as a result of the change of control, there is either: (i)a reduction to a non-investment grade rating or withdrawal ofthe investment grade rating of the notes which is not raisedagain, reinstated to or replaced by an investment grade ratingduring the change of control period specified in the finalterms; or (ii) to the extent that the notes are not rated at thetime of the change of control, the Issuer fails to obtain aninvestment grade credit rating of the notes within the changeof control period as a result of the change of control.The bonds issued in such manner are as follows:– 15 September 2008 £600,000,000 8.125 per centguaranteed notes due 2024;– 15 September 2008 €750,000,000 7.25 per centguaranteed notes due 2014;– 17 February 2009 £1,000,000,000 9 per cent guaranteednotes due 2022;– 17 February 2009 €1,500,000,000 8.375 per centguaranteed notes due 2016;– 24 June 2009 £500,000,000 7.75 per cent guaranteednotes due 2019; and– 24 June 2009 €1,250,000,000 5 per cent guaranteednotes due 2012.Charitable and Political DonationsWe have continued to support the communities in which weoperate by donating £3 million (2009: £3 million) to charitablecauses of which £2 million (2009: £2 million) was in respectof the UK through the Charities Aid Foundation.No political donations were made to EU political parties,organisations or candidates (2009: Nil).Creditor Payment PolicyOur current policy concerning the payment of the majorityof our trade creditors is to follow the CBI’s Prompt PayersCode (copies are available from the CBI, Centre Point,103 New Oxford Street, London WC1A 1DU). For othersuppliers, our policy is to:– agree the terms of payment with those suppliers whenagreeing the terms of each transaction;– ensure that those suppliers are made aware of the terms ofpayment by inclusion of the relevant terms in contracts; and– pay in accordance with our contractual and otherlegal obligations.This policy applies to all payments to creditors for revenueand capital supplies of goods and services withoutexception. Wherever possible UK subsidiaries follow thesame policy and international subsidiaries are encouragedto adopt similar policies by applying local best practices.We are an approved signatory of the Prompt Payment Codesponsored by the Department for Business Innovationand Skills.The amount of trade creditors outstanding as at 30September <strong>2010</strong> was equivalent to 43 days (2009: 44 days)of trade purchases.Research and DevelopmentWe support our sales growth strategy by our investmentin research and development, which brings innovativeimprovements to the <strong>Group</strong>, both in the products supplied tothe consumer and in production and marketing techniques.Auditors and Disclosure of Information to AuditorsEach of the Directors in office at the date of approval of this<strong>Annual</strong> Report and Accounts confirms that:– so far as they are aware, there is no relevant auditinformation (that is information needed by the Company’sAuditors in connection with preparing their <strong>report</strong>) of whichthe Company’s Auditors are unaware; and– each has taken all the steps that they ought to have takenas a Director in order to make himself/herself aware of anyrelevant audit information and to establish that theCompany’s Auditors are aware of that information.A resolution to reappoint PricewaterhouseCoopers LLP asAuditors to the Company will be proposed at the AGM.Disclosure and Transparency RulesThe Directors confirm that to the best of their knowledge:– the financial statements, prepared in accordance with theapplicable set of accounting standards, give a true and fairview of the assets, liabilities, financial position and profit orloss of the Company and the undertakings included in theconsolidation taken as a whole; and– the Directors’ Report: Strategy, Performance andGovernance sections on pages 6 to 95 includes a fairreview of the development and performance of thebusiness and the position of the Company and theundertakings included in the consolidation taken as awhole, together with a description of the principal risksand uncertainties that they face.Statement of Directors’ ResponsibilitiesThe Directors are responsible for preparing the <strong>Annual</strong>Report, the Directors’ Remuneration Report and the <strong>Group</strong>and the parent Company financial statements in accordancewith applicable law and regulations.Company law requires the Directors to prepare financialstatements for each financial year. Under that law theDirectors have elected to prepare the <strong>Group</strong> financialstatements in accordance with International FinancialReporting Standards (IFRSs) as adopted by the EuropeanUnion, and the parent Company financial statements inaccordance with United Kingdom Generally AcceptedAccounting Practice (United Kingdom Accounting Standardsand Applicable Law). Under company law, the Directorsmust not approve the financial statements unless they aresatisfied that they give a true and fair view of the state ofaffairs of the <strong>Group</strong> and the parent Company and of theprofit or loss of the <strong>Group</strong> for that period. In preparing thesefinancial statements, the Directors are required to:– select suitable accounting policies and then applythem consistently;– make judgements and accounting estimates that arereasonable and prudent;74
– state whether IFRSs as adopted by the European Unionand applicable UK Accounting Standards have beenfollowed, subject to any material departures disclosedand explained in the <strong>Group</strong> and parent Company financialstatements respectively; and– prepare the financial statements on the going concernbasis unless it is inappropriate to presume that theCompany will continue in business.The Directors are responsible for keeping adequateaccounting records that are sufficient to show and explainthe Company’s transactions and disclose with reasonableaccuracy at any time the financial position of the Companyand the <strong>Group</strong> and enable them to ensure that the financialstatements and the Directors’ Remuneration Report complywith the Act and, as regards the <strong>Group</strong> financial statements,Article 4 of the IAS Regulation. They are also responsible forsafeguarding the assets of the Company and the <strong>Group</strong> andhence taking reasonable steps for the prevention anddetection of fraud and other irregularities.The Directors are responsible for the maintenance and integrityof the Company’s website. Legislation in the United Kingdomgoverning the preparation and dissemination of financialstatements may differ from legislation in other jurisdictions.Each of the Directors, whose names and functions are listed onpages 56 and 57, confirms that, to the best of their knowledge:– the <strong>Group</strong> financial statements, which have been preparedin accordance with IFRSs as adopted by the EU, give atrue and fair view of the assets, liabilities, financial positionand profit of the <strong>Group</strong>; and– the Directors’ Report includes a fair review of thedevelopment and performance of the business and theposition of the <strong>Group</strong>, together with a description of theprincipal risks and uncertainties that it faces.EmployeesOur employees are key to our ongoing success. Ouremployment policies aim to attract the very best people.By applying universally accepted standards for human rightswe ensure they are treated with fairness, dignity and respect.This is reinforced through offering equal opportunities andfair consideration to applications for employment, careerdevelopment and promotion, without having regard to anemployee’s gender, race, religion, age or disability. Thesepolicies also cover the continuation of employment andappropriate training for employees who become disabledduring their employment.To ensure employees can share in our success we offercompetitive pay and benefit packages linked, whereverpossible, to performance. Employees are encouraged to builda stake in the Company through ownership of shares, with anumber of employee share plans offered during the year.We encourage all areas of our business to keep employeesinformed of the financial and economic factors affectingour performance. We brief employee representatives onpan-European issues through a European Employee Forumand the Altadis European Works Council.We regularly review the composition of the Board and theChief Executive’s Committee (from 1 October <strong>2010</strong> theOperating Executive) to ensure a continuous provision ofthe most effective leadership for the <strong>Group</strong>’s developmentand sustainability.Our annual talent review process is designed to identify themost capable successors for critical roles at all levels in ourbusiness. It is a bottom up process initiated at a local leveland rolled up through our regions and business units. Thisculminates in a final talent review meeting conducted by theChief Executive’s Committee (from 1 October <strong>2010</strong> theOperating Executive) for presentation to the Board for reviewand challenge. This is a practice that is embedded acrossthe <strong>Group</strong> and seeks to ensure a continuous talent pipeline.To help ensure our employees are aware of the standards ofresponsible behaviour that they are expected to follow, it isanticipated that the roll-out of Code of Conduct training willbe completed during 2011. During the year we will alsoembed an e-learning system to further support this roll-out.Our Code of Conduct forms a key part of our preparationsfor ensuring compliance with the UK Bribery Act.Pension FundOur main pension fund, the <strong>Imperial</strong> <strong>Tobacco</strong> Pension Fund,is not controlled by the Board but by a trustee company, theboard of which consists of five directors nominated by theCompany, one director chosen by employees and two bycurrent and deferred pensioners. This trustee company looksafter the assets of the pension fund, which are heldseparately from those of the <strong>Group</strong> and are managed byindependent fund managers. The pension fund assets canonly be used in accordance with the fund’s rules and for noother purpose. Further details are contained in ourRemuneration Report on pages 93 and 94.Business ReviewA review of the <strong>Group</strong>’s activities and future developments isincluded in the Directors’ Report: Strategy, Performance andGovernance sections on pages 6 to 95. This review fulfils therequirements of the Business Review contained in section417 of the Act, including the financial performance duringthe year on pages 28 to 31, key performance indicators onpages 22 to 24 and a description of the principal risks anduncertainties facing the <strong>Group</strong> on pages 25 to 27.The purpose of the <strong>Annual</strong> Report and Accounts is toprovide information to the shareholders of <strong>Imperial</strong> <strong>Tobacco</strong><strong>Group</strong> PLC. The Company, its Directors, employees, agentsand advisers do not accept or assume responsibility to anyother person to whom this document is shown or into whosehands it may come and any such responsibility or liability isexpressly disclaimed. The <strong>Annual</strong> Report and Accounts75
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Imperial Tobacco Group PLCAnnual Re
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…to deliver sustainableshareholde
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Operational HighlightsDelivering Su
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and product portfolio to evolving c
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In this section9 Strategic Review10
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Our StrategyWe are focused on deliv
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Total Tobacco5 % Our Powerful Brand
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Our global strategic cigarette bran
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Our global team is fully aligned be
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Satisfying consumers and aligning o
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We are a responsive business with s
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Operating responsibly, combined wit
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- Page 105 and 106: Accounting PoliciesBasis of Prepara
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- Page 109 and 110: InventoriesInventories are stated a
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- Page 115 and 116: Tobacco net revenue£ million 2010
- Page 117 and 118: 3 Restructuring Costs£ million 201
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- Page 121 and 122: 9 Intangible Assets2010£ million G
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Sensitivity analysisIFRS 7 requires
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At 30 September 2009Balance sheetam
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(iii) Currency analysis and effecti
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(iv) Derivative financial instrumen
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Matures in financial year ending in
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The following tables are provided i
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Matures in financial year ending in
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(vi) Hedge of net investments in fo
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18 Retirement Benefit SchemesThe Gr
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Assumptions regarding future mortal
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21 Share SchemesThe Group recognise
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Year from 1 October 2008 to 30 Sept
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23 CommitmentsCapital commitments£
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27 Reconciliation of Cash Flow to M
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Imperial Tobacco Group PLC Balance
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(iii) Debtors: Amounts Falling Due
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Principal SubsidiariesThe principal
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Shareholder InformationRegistered O
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IndexAAccounting Policies 103Acquis