Support Build Plan - Dimension Data

directors’ report
At the forthcoming Annual General
Meeting, Stephen Joubert, Patrick
Quarmby and Dorian Wharton-Hood retire
by rotation and offer themselves for reelection
in accordance with the Articles of
Association. The Company’s Articles of
Association provide that every director
appointed to the Board during the year
shall automatically retire and seek election
at the next general meeting following
appointment. Accordingly, shareholders
will be asked to elect Josua Malherbe as a
non-executive director.
Biographical details of those directors
seeking re-election and election are set
out on pages 13 to 15.
Directors’ memberships of Board
Committees are set out in the Corporate
Governance Report. Details of Directors’
service contracts and remuneration are
set out in the Remuneration Report.
Details of the Directors' interests in any
Group company can also be found in the
Remuneration Report.
Corporate Governance
A report on Corporate Governance and
compliance with the Combined Code is
set out on pages 34 to 37.
Employee Involvement
The Dimension Data Group seeks to
engage all employees in a shared
commitment to the success of its
business, and keeps them informed
regarding the business environment and
matters of concern to them. The
Corporate Social Responsibility Report
32 DIMENSION DATA
contains details of communication and
consultation with employees.
Dimension Data operates a share option
scheme and offers performance-related
bonus payments in order to encourage the
participation of employees in the success
of the Group. Details of this scheme
appear in the Remuneration Report and
the outstanding options appear in Note
22 to the annual financial statements on
pages 78 to 80.
The Group has a policy that all employees
are entitled to equal opportunities within
its companies globally. Disabled persons
applying for employment are given fair
consideration. Employees who become
disabled whilst employed will be retrained
wherever possible so that they can remain
employed within the Group. Details of the
average number of employees are
contained in Note 6 to the annual financial
statements on page 67.
Authorised Share Capital
The authorised share capital of the
Company is made up of £50,000, divided
into 50,000 deferred shares of £1 each,
and US$30 million, divided into 3 billion
ordinary shares of 1 US cent each.
The holders of the deferred shares have
no right to receive notice of any general
meeting of the Company, nor the right to
attend, speak or vote at such general
meeting. The deferred shares have no
rights to dividends and on a return of
assets in a winding-up, entitle the holder
to the repayment of the amounts paid on
the deferred shares after repayment of the
capital paid up on the ordinary shares
plus the payment of US$10 million per
ordinary share.
Issued Share Capital
As at 30 September 2003, the Company’s
issued share capital was 50,000 deferred
shares of £1 each and 1,341,992,267
ordinary shares of 1 US cent each.
Details of interests of 3% or more in the
issued ordinary share capital of the
Company are shown in Shareholder
Information on page 55.
Reduction in Share Capital
The reduction of share capital detailed in
the 2002 Annual Report and the Notice of
Annual General Meeting became effective
on 20 March 2003. The Financial Review
contains details of the effect thereof in the
current year.
Creditor Payment Policy
Dimension Data Holdings plc is a holding
company and, as such, has no trade
creditors at the year end. It is therefore
not applicable to provide statistics for the
Company as required by the Companies
Act. Group operating companies have no
fixed payment policies but agree in
advance the best possible terms with their
suppliers and the Group is committed to
honouring those terms.
Going Concern
After making due enquiry, the Directors
consider that, as at the date of the
approval of the financial statements, the