Carphone Warehouse 2006 Annual Report Download - page 37

Directors’ Report
Donations
The Group made charitable donations of £107,000 during the period
(2005 – £477,000). No political donations were made during either period.
Contracts with controlling shareholders
There are no material contracts with controlling shareholders.
Share capital
Details of the movements in authorised and issued share capital during
the period are provided in notes 22 and 23 to the financial statements.
Property, plant and equipment
Movements in property, plant and equipment are set out in note 13
to the financial statements. In the opinion of the Directors the current
open market value of the Group’s interests in freehold land and buildings
exceeds the book value by £27.9m at 1 April 2006. It is expected that
any capital gains would either be covered by capital losses or carried
forward for relief against capital expenditure.
Significant shareholdings
The following interests appeared on the Register of Members or had been
notified to the Company in accordance with sections 198 to 208 of the
Companies Act 1985 on 6 June 2006:
Number Percentage
of shares of share capital
Wellington Management Company LLP 50,458,712 5.7%
The total interests of the Directors are detailed in the Remuneration Report
on pages 26 to 32.
Going concern
On the basis of current financial projections and facilities available, the
Directors are satisfied that the Group has adequate resources to continue
in operation for the foreseeable future and consequently the financial
statements continue to be prepared on the going concern basis.
Auditors
Deloitte & Touche LLP have expressed their willingness to continue in
office as auditors and a resolution to re-appoint them will be proposed
at the forthcoming Annual General Meeting.
By order of the Board
The Carphone Warehouse Group PLC
1 Portal Way
London W3 6RS
T S Morris
Company Secretary
6 June 2006
The Directors have pleasure in presenting the Annual Report and financial
statements of The Carphone Warehouse Group PLC for the 52 weeks
ended 1 April 2006.
Principal activities and review of the business
The principal activity of the Group continues to be the provision of mobile
communication products and services and fixed line communication services.
For the purposes of segmental reporting, operations are classified into
three divisions, being Distribution, Telecoms Services and Dealer. The
subsidiary undertakings principally affecting the results or net assets of
the Group in the period are listed in note 14 to the financial statements.
A detailed review of the business is contained in the Operating and
Financial Performance Review on pages 9 to 16 in accordance with
s234ZZB of the Companies Act 1985. Our responsibility under s234ZA
of the Companies Act have been included in the statement of Directors’
Responsibilities set out on page 34.
Results
The profit before taxation for the financial period decreased from £91.9m
in the prior period to £81.0m. An interim dividend of 0.75p per share
(2005 – 0.55p) was paid in the period. The Directors recommend the
payment of a final dividend of 1.75p per share (2005 – 1.25p). Subject to
shareholders’ approval at the Annual General Meeting, the final dividend
will be paid on 4 August 2006 to shareholders on the register at the close
of business on 7 July 2006. Details of significant events since the balance
sheet date are provided in note 32 to the financial statements.
Directors
The names and brief biographical details of the Directors are shown on
page 21. Particulars of Directors’ remuneration, interests in the shares of
the Company and its subsidiaries, and interests in share options are given
in the Remuneration Report on pages 26 to 32.
Employment of disabled people
It is the Group’s policy to encourage application for employment from
disabled people and to assist with their training and career development,
having regard to particular aptitudes and abilities. Every endeavour is made
to find suitable alternative employment and to re-train any employee who
becomes disabled while serving the Group.
Employee involvement
The Group places significant emphasis on its employees’ involvement
in the business at all levels. Managers are remunerated according to
results wherever possible and all employees are kept informed of issues
affecting the Group through formal and informal meetings and through
the Group’s internal publications. Members of the management team
regularly visit all Group locations and discuss matters of current interest
and concern with employees.
Supplier payment policy
The Group’s policy is to agree terms of transactions, including payment
terms, with suppliers and, provided that suppliers perform in accordance
with the agreed terms, it is the Group’s normal practice that payment is
made accordingly. Details of the average credit period taken on trade
payables are provided in note 18 to the financial statements.
www.cpwplc.com 33
Governance