Annual Report 2012 - Development Securities PLC

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46 Development Securities PLC / Annual Report 2012 Report of the Directors The Directors present their report and the audited financial statements for the financial period ended 29th February 2012. Principal activities The principal activity of the Company is that of a holding company. The principal activities of the Group during the period were property development, investment and trading. Incorporation Development Securities PLC is incorporated in Great Britain and registered in England and Wales, registration number 1528784. Business review and future developments A review of the Group’s operations, the current state of the business and future prospects, including financial and non-financial key performance indicators, principal risks and uncertainties, is contained in the Chairman’s Statement, Chief Executive’s Statement, Operating Review and Financial Review, and should be read in conjunction with this report. The Directors consider the financial and non-financial key performance indicators of the business to be gearing, liquidity, project returns and profitability, and occupancy rates. Further details are disclosed on page 44. The principal risks of the Group are set out on page 9. The information which comprises the business review as required by Section 417(1) of the Companies Act 2006 may be found in the Operating Review on pages 11 to 31 and in the Corporate Responsibility Report on pages 32 to 35. Results and dividends The loss for the financial period attributable to shareholders amounted to £12,592,000 (31st December 2010: £1,678,000 profit). An interim Ordinary dividend of £2,937,000 representing 2.4 pence per Ordinary share was paid on 27th October 2011 (31st December 2010: £1,974,000 representing 2.4 pence per Ordinary share). The Board recommends a final Ordinary dividend of 3.2 pence per Ordinary share amounting to £3,915,000 payable on 26th October 2012 to shareholders on the register at 28th September 2012 (31st December 2010: £2,937,000 representing 2.4 pence per Ordinary share). Subject to shareholder approval this makes a total dividend payment of 5.6 pence per Ordinary share for the financial period, equivalent to the previous year. Group structure Details of the Group’s principal subsidiary undertakings are disclosed on page 90. Share capital The Company’s issued share capital of 122,352,504 Ordinary shares of 50 pence each as at 29th February 2012 represents a single class of shares, with all shares ranking equally and fully paid. Details of the share capital are set out on pages 100 and 101. The rights and obligations attaching to the shares are specified in the Company’s Articles of Association, or alternatively may be governed by statute. There are no restrictions on the transfer of shares in the Company other than those specified by law or regulation. There are no restrictions on voting rights other than as specified by the Articles of Association. Three resolutions relating to share capital will be proposed as Special Business at the forthcoming Annual General Meeting. The full text of the resolutions can be found in the enclosed Notice of Annual General Meeting. Change of control The Company has entered into significant agreements with its commercial partners, which contain change of control clauses and which may give rise to termination or renegotiation in that event. If enforced, the Company may be deprived of potential future earning capacity from such schemes. The Company is party to a number of committed bank facilities which upon a change of control are terminable at the bank’s discretion. In addition, under such circumstances the Company’s share option schemes would normally vest or become exercisable subject to the satisfaction of the performance conditions. Corporate Governance The Company’s statement on corporate governance can be found in the Corporate Governance Report on pages 52 to 56 of the financial statements. The Corporate Governance Report forms part of this Report and is incorporated into it by cross-reference. Share option schemes The fourth grant under the Save As You Earn Option Plan 2005 was made on 24th October 2011 for a total of 193,205 options over shares at 152.0 pence per share to 45 members of staff, including 5,921 options over shares each for M H Marx, M S Weiner and G Prothero. Further
details of the share option schemes are contained on page 100 and in the Remuneration Report on pages 57 to 64. Directors The Directors serving during the period and up to the date of signing the Group financial statements were as follows: D S Jenkins M H Marx G Prothero C J Barwick M S Weiner V M Mitchell M S Soames S C Bates N H Thomlinson (Appointed 3rd January 2012) Brief biographical details are shown on page 45. Following nine years of service on the Board of the Company, M S Soames and V M Mitchell will be stepping down as Directors from the date of the Annual General Meeting. As required by the Company’s Articles of Association, N H Thomlinson will offer himself for election having been appointed to the Board since the last Annual General Meeting. All other Directors will be retiring at the 2012 Annual General Meeting and, being eligible, will offer themselves for re-election. The Directors are voluntarily offering themselves for re-election as a matter of best practice in accordance with the UK Corporate Governance Code. Following the performance evaluation of the Board, all Directors were judged to have made a significant contribution to the Board’s deliberations, reflecting their commitment to the role. The rules that the Company has governing the appointment and replacement of Directors are contained in its Articles of Association. Under the Companies Act 2006, a Director must avoid a situation where he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the Company’s interests. No conflicts of this sort have arisen during the period under review. Directors’ service contracts and interests in the Company’s shares The details of Directors’ service contracts and the interests in the shares of the Company of the Directors Report of the Directors who were in office as at 29th February 2012 are disclosed in the Remuneration Report on pages 57 to 64. None of the Directors had any material interest in any contract that was significant in relation to the Group’s business at any time during the period, other than a service contract, and as disclosed in the Remuneration Report. Directors’ and officers’ liability insurance Article 155 of the Company’s Articles of Association provides, among other things, that, insofar as permitted by law, every Director shall be indemnified by the Company against all costs, charges, expenses, losses or liabilities incurred in the execution and discharge of the Directors’ duties, power or office. The Company maintains Directors’ and officers’ liability insurance, at an adequate level which is reviewed annually. The third party indemnity insurance was in force during the financial period and also at the date of approval of the financial statements. Articles of Association The Articles of Association may be amended by a special resolution of the shareholders. Annual General Meeting The Annual General Meeting will be held on 28th August 2012 at 12.00 noon on the 14th Floor, Portland House, Bressenden Place, London SW1E 5DS. At the Annual General Meeting, the following resolutions will be proposed: Ordinary Resolution 1 – Report and Accounts The Directors will present the Report of the Directors and financial statements for the financial period ended 29th February 2012. Ordinary Resolution 2 – Directors' Remuneration Report Shareholders are given the opportunity by law to vote on whether or not they approve the Remuneration report and this vote will be in respect of the content of the Remuneration report and not specific to any Director's level or terms of remuneration. You can find the Directors’ Remuneration Report on pages 57 to 64 of the Directors’ Report and financial statements. Development Securities PLC / Annual Report 2012 47
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Development Securities PLC Portland
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