2002 Report And Accounts - Guinness Peat Group plc

More documents

Recommendations

Info

Directors’ Profiles and AdvisersDirectorsB. B. Stevenson, F.C.A. (Executive Chairman)D. J. Loftus, B.A., F.C.A., M.B.A.T. J. Swete, F.C.A. (Non-Executive)J. M. Woolley B.Sc. (Non-Executive)SecretaryJ. A. G. King, B.A., F.C.I.S.Registered OfficeBrunel House,14 Avon Reach,Chippenham,Wiltshire SN15 1EETel. 01249-656263Registered Number 103548Registrars and Transfer OfficeComputershare Investor Services PLCPO Box 82,The Pavilions,Bridgwater Road,Bristol BS99 7NHAuditorsPricewaterhouseCoopersChartered Accountants and Registered Auditors,31 Great George Street,Bristol BS1 5QDBankersLloyds TSB Bank plcCanons HouseCanons WayBristol BS99 7LBSolicitorsOsborne Clarke2 Temple Back EastTemple QuayBristol BS1 6EGFinancial AdvisersRobert W Baird LimitedMint House77 Mansell StreetLondon E1 8AFBarry StevensonExecutive ChairmanPreviously Chief Executive of Canadian OverseasPackaging Industries Limited (1990-93), he wasFinance Director of DRG plc (1982-90) andCape Industries (1974-82). He joined the Boardin January 1995, was appointed chairman inFebruary 2001 and is a member of the Board’sremuneration committee and chairman of theaudit committee. Age 63.David LoftusGroup Finance DirectorJoined Brunel in September 1990, became GroupFinancial Controller before being appointed GroupFinance Director in July 1996. Earlier in his careerhe worked for Chartered Accountants Spicer andOppenheim and the Marley Tile Company Limited.Age 41.Trevor SweteNon-executive DirectorJoined the Board in December 1998, and is aMember of the Board’s remuneration and auditcommittees. He is a director of Postern Limited,Postern Fund Management Limited, PFM GeneralPartner Limited and Postern Executive GroupLimited. He also holds various other non-executivedirectorships. Age 57.Moger WoolleyNon-executive DirectorSpent 30 years to November 1989 working forDRG plc where he became Chief Executive. He iscurrently Chairman of Bristol Water Holdings plc.He joined the Board in October 1992, and is amember of the Board’s audit committee andchairman of the Board’s remuneration committee.Age 67.10
Directors’ ReportThe Directors present their Annual Reportand the financial statements for the yearended 30th June 2002.Results and DividendsThe results of the Group for the year are set outon page 20. The Directors do not recommend thepayment of any ordinary dividend as the Groupdoes not have sufficient distributable reserves.A profit of £2.5m has been transferred to reserves.Review of the Business and PrincipalActivitiesBrunel Holdings plc acts as a holding companyco-ordinating the activities of its subsidiaries whichwere, during the year ended 30th June 2002,primarily engaged in the design, manufacture andsale of process equipment.A review of the development of the businessduring the year appears in the ExecutiveChairman’s Statement on pages 2 to 6.Political and Charitable ContributionsDuring the year the Group made no donationsfor charitable purposes, and no contributions topolitical parties (2001: Nil).DirectorsThe following Directors held office at 30th June2002 and against their names are shown theirbeneficial interests in the Company’s shares asdefined in the Companies Act 1985:30th June 2002 1st July 2001OrdinaryOrdinarySharesSharesB. B. Stevenson Nil NilD. J. Loftus 4,843 4,843T. J. Swete Nil NilJ. M. Woolley 61,674 61,674The interests of the Directors under the Company’sshare option schemes are shown in Note 28 to thefinancial statements on page 46.Clients of PFM General Management Limited, ofwhich Mr T.J. Swete is a director, were beneficiallyinterested in £1,350,000 of the Company’s 6.5%Unsecured Loan Notes 2001. These notesmatured and were repaid on 30th November2001, but the holders of these Notes also holdwarrants valid until 30 November 2002 tosubscribe for up to 2.7 % of the Company’sissued ordinary share capital at a price of 38.28pper share.Except as stated above, none of the Directors hadany other interests during the year in any shares inthe Company or in any of its subsidiarycompanies.Since 30th June 2002, there have been nochanges in the Directors’ interests in theCompany’s ordinary shares.During the year the Company maintaineddirectors’ and officers’ insurance against liabilitiesincurred in the course of their duties, to the extentpermitted by the Companies Act.The Director retiring by rotation is Mr D. J. Loftus.He is eligible and offers himself for re-election.Brief biographical information of this director canbe found on page 10.Mr D. J. Loftus has a service contract with theCompany with a one-year notice period. Noneof the other directors has a service contract withthe Company.Statement of Corporate GovernanceThe Board fully supports the recommendationsof “The Combined Code - Principles of GoodGovernance and Code of Best Practice”(“The Combined Code”). The Directors reportthat, based upon the information below and thatincluded under Executive Remuneration Policyon pages 15 to 17, the Company has substantiallycomplied throughout the period with the provisionsset out in Section 1 of the Combined Code exceptas regards (i) the appointment of Mr J.M. Woolleyis not for a specified period, (ii) the role ofChairman and Chief Executive is now combinedwith Mr B. B. Stevenson now acting as ExecutiveChairman, and (iii) one of the members of theAudit Committee, Mr B. B. Stevenson, is now anExecutive Director. This situation arose whenMr R. J. Petersen, the previous Chief Executive,left the Company’s employ in November 2001,but the Board hopes to appoint a new ChiefExecutive soon, after which Mr Stevenson willrevert to being a non-executive director.11
Page 1 and 2: Report and Accounts 2002
Page 3 and 4: Year in BriefCorporate Highlights
Page 5 and 6: Chairman’s StatementPRIMARY TOBAC
Page 7 and 8: Chairman’s StatementWEB PROCESSIN
Page 9 and 10: Financial ReviewIntroductionOther t
Page 11: Financial ReviewTreasury Activities
Page 15 and 16: Directors’ ReportIn addition to t
Page 17 and 18: Remuneration Committee ReportRemune
Page 19 and 20: Remuneration Committee ReportRemune
Page 21 and 22: Independent Auditors’ ReportTo th
Page 23 and 24: Group Balance Sheetas at 30th June
Page 25 and 26: Company Balance Sheetas at 30th Jun
Page 27 and 28: Notes to the Group Cash Flow Statem
Page 29 and 30: Accounting PoliciesBasis of account
Page 31 and 32: Notes to the Financial Statements2
Page 51 and 52: Notice of MeetingNotice is hereby g
Page 53 and 54: Form of ProxyBrunel Holdings PlcAnn
Page 55 and 56: High Performance Flotation Coolerfo

2002 Report And Accounts - Guinness Peat Group plc

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?