The Directors present their Report and Accounts for the year ended 28th September, 2003.
Trading Results and Dividends
The profit after taxation of the Group amounted to £62.5 million. After
charging minority interests of £2.1 million, the Group profit for the year
amounted to £60.4 million.
An interim dividend of 3.15 pence per share was paid on the Ordinary
and ‘A’ Ordinary Non-Voting shares, and the Directors recommend that
a final dividend of 6.85 pence per share be paid on 4th February, 2004
making 10.0 pence per share for the year (2002 9.2 pence).
Activities
The principal activities of the Group are set out in the Group at a Glance
section of the report.
The analyses of turnover and operating profit for the years ended 28th September, 2003 and 29th September, 2002 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 26th November,
2003 are set out in the Board of Directors section.
The Directors remained unchanged
throughout the year, with the exception of Mr Balsemão who 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 Hakkarainen, Lowy and Dutton retire by rotation at the Annual General Meeting on 4th February, 2004. Messrs Lowy and Dutton, each being eligible, offers himself for re-election. Mr Hakkarainen, a non-executive Director of the Company since 1990, has decided not to stand for re-election. Sir Patrick Sergeant, a non-executive Director of the Company since 1983 has also decided to stand down at the conclusion of the forthcoming Annual General Meeting. The Directors would like to thank both of them for their service to the Group.
Post Balance Sheet Events
On 31st October, 2003, DMG Radio extended its metropolitan presence
in Australia, following its successful bid for the new commercial FM radio
licence in Adelaide. The cost of the winning bid was Aus$24 million
(£10 million).
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 20, 23 and 24 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 32.
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 56 days (2002 52 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
£548,000 (2002 £330,000). No political donations were made by
the Group.
Substantial Shareholdings
As set out in Note 32, the Company has two classes of share capital –
Ordinary shares and ‘A’ Ordinary Non-Voting shares. On 26th November,
2003 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) |
25.4% |
There is no Companies Act requirement to disclose substantial interests in the ‘A’ Ordinary Non-Voting shares.
Auditors
On 1st August, 2003, Deloitte & Touche, the Company’s auditors,
transferred their business to Deloitte & Touche LLP, a limited liability
partnership incorporated under the Limited Liability Partnerships
Act 2000. The Company’s consent has been given to treating the
appointment of Deloitte & Touche as extending to Deloitte & Touche
LLP under the provisions of section 26(5) of the Companies Act 1989.
Deloitte & Touche LLP 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
4th February, 2004 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
26th November, 2003