annual report 2007 - the Admiral Group plc

46 FINANCIAL STATEMENTSAppointments of DirectorsThe Company’s Articles of Association (“theArticles”) give the Directors power to appointand replace Directors. Under the terms ofreference of the Nominations Committee, anyappointment must be recommended by theNominations Committee for approval by theBoard of Directors. The Articles also requireDirectors to retire and submit themselves forelection at the first annual general meetingfollowing appointment and all Directors whoheld office at the time of the two precedingannual general meeting, to submit themselvesfor re-election.Articles of AssociationThe Articles may only be amended by specialresolution of the shareholders.Power of the DirectorsThe Directors are responsible for managingthe business of the Company and mayexercise all powers of the Company subjectto the provisions of relevant statutes, to anydirections given by special resolution and tothe Company’s Memorandum and Articles.The Articles for example, contain specificprovisions and restrictions concerning theCompany’s power to borrow money. Powersrelating to the issuing of new shares are alsoincluded in the Articles and such authoritiesare renewed by shareholders at the annualgeneral meeting each year.Annual General MeetingIt is proposed that the next AGM be held atCardiff City Hall, Cathays Park, CardiffCF10 3ND on Tuesday 29 April 2008 at 2.00pm,notice of which will be sent to shareholderswith the Annual Report.Directors’ responsibilitiesThe Directors are responsible for preparingthe Annual Report and the Group and ParentCompany financial statements, in accordancewith applicable law and regulations.Company law requires the Directors toprepare Group and Parent Company financialstatements for each financial year. Underthat law they are required to prepare theGroup financial statements in accordancewith International Financial ReportingStandards (IFRS) as adopted by the EU andapplicable law and have elected to preparethe Parent Company financial statements inaccordance with UK Accounting Standardsand applicable law (UK Generally AcceptedAccounting Practice).The Group financial statements are requiredby law and IFRS as adopted by the EU topresent fairly the financial position andperformance of the Group; the CompaniesAct 1985 provides in relation to such financialstatements that references in the relevantpart of that Act to financial statements givinga true and fair view are references to theirachieving a fair presentation.The Parent Company financial statements arerequired by law to give a true and fair view ofthe state of affairs of the Parent Company.In preparing each of the Group and ParentCompany financial statements, the Directorsare required to:· select suitable accounting policies and thenapply them consistently· make judgements and estimates that arereasonable and prudent· for the Group financial statements, statewhether they have been prepared inaccordance with IFRS as adopted by the EU· for the Parent Company financial statements,state whether applicable UK AccountingStandards have been followed, subject to anymaterial departures disclosed and explained inthe Parent Company financial statements; and· prepare the financial statements on thegoing concern basis unless it is inappropriateto presume that the Group and the ParentCompany will continue in business