National Grid 2008 Annual Report Download - page 614

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 37764
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-15.1, Doc: 16, Page: 90
Description: EXHIBIT 15.1
0/5286.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/286/5*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 37764
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-15.1, Doc: 16, Page: 90 Description: EXHIBIT 15.1
0/5286.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/286/5*
Table of Contents
98
Directors’ Re
p
ort
National Grid plc
Directors’ Report
for the year ended 31 March 2008
In accordance with the requirements of the Companies Acts
and UK Listing Authority’s Listing, Disclosure and
Transparency Rules, the following sections describe the
matters that are required for inclusion in the Directors’
Report and were approved by the Board. Further details of
matters required to be included in the Directors’ Report are
incorporated by reference into this report, as detailed.
Directors
The bio
g
raphies of the persons servin
g
as Directors as at the
date of this report are set out on pages 12 and 13. The
names of all persons servin
g
as Directors durin
g
the financial
year are included on page 110, detailed in the table setting
out Directors’ beneficial interests. The Directors’ interests in
shares and in options to receive shares, and any changes
that have occurred since 31 March 2008, are set out in the
Directors’ Remuneration Report on pages 100 to 110.
Directors’ and Officers’ liability insurance cover is arranged
and qualifying third party indemnities are in place for each
Director.
Code of ethics
In response to US requirements, the Board has adopted a
Code of Ethics for senior financial professionals. This code is
available on our website at www.nationalgrid.com (where
any amendments or waivers will also be posted). There were
no amendments to, or waivers of, our Code of Ethics during
the year.
Principal activities and business review
A full description of the Company’s principal activities,
business and principal risks and uncertainties is contained in
the Operating and Financial Review (OFR), on pages 14 to
87, and the Corporate Governance section, on pages 88 to
97, which are incorporated by reference into this report.
Dividends
The Directors are recommending a final dividend of 21.3
pence per ordinary share ($2.0497 per American Depositary
Share) be paid on 20 August 2008 to shareholders on the
Register at 6 June 2008. Further details in respect of
dividend payments can be found on page 190.
Political donations and expenditure
National Grid made no political donations in the UK or
European Union during the year (including donations as
defined for the purposes of the Political Parties, Elections
and Referendums Act 2000). National Grid USA and certain
subsidiaries made political donations in the US of $70,000
(£34,804) during the year. Additionally, National Grid USA’s
political action committees gave $56,656 (£28,170) to
political and campai
g
n committees in the US in 2007/08. The
foregoing amounts do not include KeySpan and its
subsidiaries. KeySpan has given $37,015 (£18,604) to
political and campaign committees since acquisition in
August 2007.
Charitable donations
During 2007/08 some £9.2 million (2006/07: £9 million) was
invested in support of community initiatives and
relationships. The London Benchmarking Group model was
used to assess this overall community investment. Direct
donations to charitable organisations amounted to £600,000
(2006/07: £2.9 million). In addition to our charitable
donations, financial support was provided for our Affordable
Warmth Programme, education programme, university
research and our ‘Young Offenders Into Work Programme’.
Financial instruments
Details on the use of financial instruments and financial risk
management are included on pages 75 to 78 in the OFR.
Post-balance sheet events
There have been no material post-balance sheet events.
Change of control provisions
The significant agreements that are affected upon a change
of control of the Company on page 93 of the Corporate
Governance section are incorporated by reference into this
report. No compensation would be paid for loss of office of
Directors on a change of control of the Company. A minimal
number of employees have legacy change of control
provisions in their existing contracts of employment in line
with their notice periods. New contracts of employment do
not contain change of control provisions.
Future developments
Details of future developments are contained in the OFR.
Research and development
Expenditure on research and development during the year
was £13.5 million (2006/07: £6 million).
Share capital
At the Company’s 2007 Annual General Meeting (AGM)
shareholder authority was given to purchase up to 10% of
the Company’s ordinary shares. The Directors intend to seek
shareholder approval to renew this authority at this year’s
AGM.
The Company’s interim results statement for the six months
to 30 September 2006 included the announcement of a
share repurchase programme to return around $1.9 billion
(£1 billion) to shareholders. The ordinary share repurchase
programme commenced on 20 November 2006 and in May
2007 it was extended to return £1.8 billion of the proceeds of
the sale of our wireless businesses. As at the date of this
report, 213,642,418 ordinary shares (representing
approximately 8.5% of our issued share capital) had been
repurchased for an aggregate consideration of
£1,605 million. Of the shares repurchased 4,272,474 have
been transferred to employees under the employee share
p
lans and 82,552,229 were held in treasur
y
.