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The Directors present their Report and Accounts for the year ended
29th September, 2002.
Trading Results and Dividends
The profit after taxation of the Group amounted to £89.6 million.
After charging minority interests of £6.8 million, the Group profit
for the year amounted to £82.8 million.
An interim dividend of 2.95 pence per share was paid on the Ordinary
and ‘A’ Ordinary Non-Voting shares, and the Directors recommend that
a final dividend of 6.25 pence per share be paid on 14th February, 2003
making 9.2 pence per share for the year (2001 8.6 pence).
Activities
The principal activities of the Group are set out on our corporate site.
The analyses of turnover and operating profit for the years ended
29th September, 2002 and 30th September, 2001 are included as Notes
1 and 2 to the Profit and Loss Account. A review of the development
of the business of the Group during the year, of its position at the end
of the year and of likely future developments in its business is given
in the Chief Executive’s Review of Operations and
in the Financial and Treasury Review.
Directors
Biographical details of the Directors of the Company at 27th November,
2002 are set out on the Board of Directors page. The Directors remained unchanged
throughout the year, with the exception of Mr Dunstone who was
appointed to the Board on 12th December, 2001 and the retirement
of Mr Côté on 13th February, 2002. Mr Balsemão was appointed to the
Board on 27th November, 2002.
The number of shares of the Company and of securities of other Group
companies, in which the Directors or their families had an interest at
the year end, are stated in the Remuneration Report.
In accordance with the Articles of Association, Messrs Sinclair,
Park and Fallon and Sir Patrick Sergeant retire by rotation at the
forthcoming Annual General Meeting. Each, being eligible, offers
himself for re-election with special notice being given that the
re-election of Sir Patrick Sergeant who is over 70 years of age, will
be proposed, given his continuing relevant experience and helpful
contribution to the Board. Shareholders will be asked to confirm
the appointment of Mr Balsemão.
Post Balance Sheet Events
On 4th October, 2002, DMG Information acquired Property & Portfolio
Research, an independent commercial real estate research business
based in Boston, Massachusetts, USA. The initial consideration was
US$18 million (£11.5 million) and additional consideration of up to
US$17 million (£10.8 million) is payable in three years depending on
the performance of the business.
On 18th October, 2002, the Company redeemed its outstanding 2.5%
Exchangeable Bonds for cash.
Tangible Fixed Assets and Investments
Changes in tangible fixed assets and investments (other than
associates and joint ventures) during the year are set out in Notes 21,
24 and 25 to the balance sheets.
Share Capital
Details of allotments in share capital during the year, which
arose solely from the exercise of options, are given in Note 33.
Employees
Under the Group’s general policy of decentralised management, it is
the responsibility of the management in each subsidiary to encourage
the involvement and participation of employees in their company. The
methods used depend on the wide variety of the companies but the
linking to performance targets of a significant portion of remuneration
is one widely used means.
The Group gives full and fair consideration to suitable applications
from disabled persons for employment. If existing employees become
disabled they will continue to be employed, wherever practicable, in the
same job or, if this is not practicable, every effort will be made to find
suitable alternative employment and to provide appropriate training.
Policy on Payment of Suppliers
The Group’s policy on supplier payments varies across its subsidiaries.
These companies have no formal code or standard which deals
specifically with the payment of suppliers. However, their policy
is to ensure that the terms of payment, as specified by, and agreed
with the supplier at the outset, are not exceeded.
The Company had no trade creditors at the year end date.
The Group’s average payment period, calculated on the basis of
year end trade creditors, is 52 days (2001 53 days), although this
is dependent on the year end date and cannot therefore be regarded
as meaningful.
Donations
Charitable donations made by the Group in the year amounted
to £330,000 (2001 £608,000).
Substantial Shareholdings
As set out in Note 33, the Company has two classes of share capital
Ordinary shares and ‘A’ Ordinary Non-Voting shares. On
27th November, 2002 the following were interested in more than
3% of the issued Ordinary shares:
Rothermere Continuation Limited (and other parties to an agreement
which comes within section 204 of the Companies Act 1985) 63.1%
Codan Trust Company Ltd and Rothschild Trust (Bermuda) Ltd
(trustees of the Esmond Harmsworth 1998 Settlement) 25.2%
There is no Companies Act requirement to disclose substantial
interests in the ‘A’ Ordinary Non-Voting shares.
Auditors
The auditors, Deloitte & Touche, have indicated their willingness
to continue in office and, in accordance with section 385 of the
Companies Act 1985, a resolution proposing their reappointment
will be put to the Annual General Meeting.
Annual General Meeting
The Annual General Meeting of the Company will be held on
12th February, 2003 at 11.00 am in the Garner Room at the
Commonwealth Institute, 230 Kensington High Street, London W8.
Details of resolutions to be put as special business are set out in the
Notice of Meeting included in the enclosed circular to shareholders.
By Order of the Board
N D Jennings, FCA
Secretary
27th November, 2002
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