Annual Report 2010 in PDF - BBA Aviation

Additional
Disclosures
66 — Directors’ Report
Group Results and Dividends
The results for the year ended 31 December 2010 are shown in the
Consolidated Income Statement on page 86.
The directors recommend the payment of a f nal ordinary share
dividend for 2010 of 5.7p net per share on 8 June 2011 to shareholders
on the register at the close of business on 15 April 2011, which together
with the interim dividend paid on 29 October 2010 makes a total of 8.1p
net per ordinary share for the year (2009: 7.6p). Information concerning
the dividend reinvestment plan available to shareholders will be sent to
shareholders when this report is posted. It is not proposed to of er a
scrip dividend alternative for the fnal dividend for 2010.
Acquisitions and Disposals
Acquisitions and disposals in the year are described on page 64.
Events After the Balance Sheet Date
Events after the balance sheet date are set out in note 27 to the
Consolidated Financial Statements.
Research and development
The Group continues to devote efort and resources to research and
development of new processes and products. Costs of £2.3 million
have been charged to the income statement during the year.
Market Value of Land and Buildings
The directors are of the opinion that the market values of the Group’s
properties are not substantially diferent from the values included in
the Group’s Consolidated Financial Statements.
Financial Risk Management and Treasury Policies
The fnancial risk management and treasury policies of the Group
are set out on page 65 and in notes 16 and 17 to the Consolidated
Financial Statements.
Board of Directors
The current directors of the Company at the date of this report appear
on pages 8 and 9. Other than Mark Hoad (who joined the Board on
29 April 2010) they held ofce throughout the fnancial year under
review. Andrew Wood and John Roques both retired from the Board
on 29 April 2010.
Directors’ Interests in Shares
Directors’ interests in shares and share options are contained in the
Directors’ Remuneration Report.
Directors’ Indemnities
The Company entered into deeds of indemnity in 2006, 2007 and 2009
in favour of each of its then directors under which the Company
agreed to indemnify each director against liabilities incurred by that
director in respect of acts or omissions arising in the course of their
ofce or otherwise by virtue of their ofce. On 29 April 2010 the
Company entered into a deed of indemnity in identical terms in
favour of Mark Hoad. In addition the Company has entered into an
indemnity deed poll in substantially similar terms dated 19 March 2007,
supplemented by supplemental deed polls dated 26 September 2008,
29 April 2010, 9 July 2010 and 3 September 2010 in favour of members
of the Executive Management Committee and other members of
senior management. Where such deeds are for the beneft of directors
they are qualifying third party indemnity provisions as def ned by
s309B of the Companies Act 1985 or s234 of the Companies Act 2006,
as applicable. At the date of this report, these indemnities are therefore
in force for the beneft of all the current directors of the Company and
other members of senior management.
On 1 November 2007 a subsidiary of the Company, BBA Aviation
Finance, entered into qualifying third party indemnity provisions as
defned by s234 of the Companies Act 2006 in favour of its directors
under which each director is indemnifed against liabilities incurred by
that director in respect of acts or omissions arising in the course of
their ofce or otherwise by virtue of their ofce and such provisions
remain in force as at the date of this report.
Agreements
Under s992 of the Companies Act 2006 the Company discloses that in
the event of a change of control in the Company: (i) the Company’s
$900 million revolving credit facility dated 7 September 2007 and its
$175 million revolving credit facility dated 27 August 2008 could
become repayable; and the Engine Lease Agreement dated 29 June
2009 (as amended) under which $36 million of aircraft engines have
been leased to the ERO business could be terminated; and (ii) certain
authorisations issued to the ERO business to carry out certain works on
the authorising OEM’s engines could become terminable by the
relevant OEM (OEMs include Rolls-Royce, Pratt & Whitney Canada,
General Electric and Honeywell). Under s992 of the Companies Act
2006 the Company also discloses an employment agreement
between a subsidiary company and Keith Ryan entered into in July
2002 which has provisions such that in certain circumstances relating
to a change of control of the Company he could receive
compensation upon termination of employment of up to a year’s
remuneration, based on base salary, bonus, benefts in kind and
pension rights during the notice period.
Under s417 of the Companies Act 2006 the Company discloses
that certain IT systems that support the ERO, Legacy Support and
APPH businesses and the banking facilities referred to in the paragraph
above are essential to the business of the Company.
Management Report
The management report required by the provisions of the Disclosure
and Transparency Rules is included within this Directors’ Report and
has been prepared in consultation with management.