Tesco 2007 Annual Report Download - page 22

Directors’ report
The Directors present their annual report to shareholders
on the affairs of the Group and Company, together with the
audited financial statements of the Group and the audited
financial statements of the Company for the year ended
24 February 2007.
Principal activity, business review and future
developments
The principal activity of the Group is retailing and associated
activities in the UK, the Republic of Ireland, Hungary, Poland,
the Czech Republic, Slovakia, Turkey, Thailand, South Korea,
Malaysia, Japan and China.
For a review of the business of the Group including: a
description of the key activities, future developments (including
our plans to open stores in the United States) and an analysis
of the key risks and uncertainties (including financial risk
management strategy), see the Operating and Financial
Review on pages 3 to 19 of this document.
Group results
Group revenue rose by £3.2bn to £42.6bn, representing
an increase of 8.1%.
Group profit before tax increased by £418m, to £2,653m. Profit
for the year was £1,899m, of which £1,892m was attributable to
equity holders of the parent.
Dividends
The Directors recommend the payment of a final dividend of
6.83 pence per ordinary share, to be paid on 6 July 2007 to
members on the Register at the close of business on 27 April
2007. Together with the interim dividend of 2.81 pence per
ordinary share paid in December 2006, the total dividend for
the year will be 9.64 pence compared with 8.63 pence for the
previous year, an increase of 11.7%.
Fixed assets
Capital expenditure (excluding business combinations)
amounted to £3.0bn compared with £2.8bn the previous year.
In the Directors’ opinion, the properties of the Group have
a market value in excess of the carrying value of £14,598m
included in these financial statements. In the year we received
net proceeds of £454m from our new property joint venture
with the British Airways Pension Fund.
Share capital
The authorised and called up share capital of the Company,
together with details of the shares allotted and bought back
during the year, are shown in note 24 of the financial
statements. Details of treasury shares held by Tesco PLC
are shown in note 25 of the financial statements.
Company’s shareholders
The Company has been notified that as at the date of this
report, the following shareholders own more than 3% of the
issued share capital of the Company:
Fidelity International/FMR Corporation 5.85%
Legal & General Assurance
(Pensions Management Limited) 3.96%
Barclays PLC 4.81%
Except for the above, the Company is not aware of any ordinary
shareholders with interests of 3% or more in the issued share
capital of the Company.
Directors and their interests
The Directors who served during the year were:
• Mr D E Reid; • Mr D T Potts;
• Mr R F Chase; • Mr C L Allen;
• Sir Terry Leahy; • Mrs K R Cook;
• Mr R Brasher; • Mr E M Davies;
• Mr P A Clarke; • Dr H Einsmann;
• Mr A T Higginson; • Mr K J Hydon; and
• Mr T J R Mason; • Ms C McCall.
• Miss L Neville-Rolfe;
The biographical details of the present Directors are set out
in the separately published Annual Review and Summary
Financial Statement 2007.
Mr E M Davies, Dr H Einsmann, Mr K J Hydon, Mr D T Potts
and Mr D E Reid retire from the Board by rotation and, being
eligible, offer themselves for re-election. Miss L Neville-Rolfe
joined the Board in December 2006 and as required by the
Articles of Association, will offer herself for election.
The interests of Directors and their immediate families in the
shares of Tesco PLC, along with details of Directors’ share
options, are contained in the Directors’ remuneration report
set out on pages 27 to 40.
At no time during the year did any of the Directors have a
material interest in any significant contract with the Company
or any of its subsidiaries.
A qualifying third party indemnity provision as defined in
Section 309B(1) of the Companies Act 1985 (as amended)
is in force for the benefit of each of the Directors and
the Company Secretary (who is also a Director of certain
subsidiaries of the Company) in respect of liabilities incurred
as a result of their office, to the extent permitted by law. In
respect of those liabilities for which Directors may not be
indemnified, the Company maintained a directors’ and officers’
liability insurance policy throughout the financial year.
20 Tesco PLC Annual report and financial statements 2007 Find out more at www.tesco.com/corporate