Carphone Warehouse 2003 Annual Report Download - page 22

Directors’ Report
The Directors have pleasure in presenting the Annual Report and
financial statements of The Carphone Warehouse Group PLC for
the 52 weeks ended 29 March 2003.
Principal activities
The principal activity of the Group continues to be the provision
of mobile communication products and services. For the purposes
of segmental reporting, operations are classified into three divisions,
being Distribution, Wholesale and Telecoms Services.
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.
Results
The profit or loss before tax for the financial period increased from
a loss of £23.0m in the prior period to a profit of £34.5m. No interim
dividend was paid in the period (2002 – nil). The Directors recommend
the payment of a final dividend of 1.0p per share (2002 – nil). Subject
to shareholders’ approval at the Annual General Meeting, the final
dividend will be paid during the week commencing 4 August 2003 to
shareholders on the register at the close of business on 4 July 2003.
Details of significant events since the balance sheet date are contained
in note 31 to the financial statements.
Directors
The names and brief biographical details of the Directors are shown on
page 12. Particulars of Directors’ remuneration, interests in the shares
of the Company and its subsidiary companies and interests in share
options are given in the Remuneration Report on pages 16 to 19.
The following changes to the composition of the Board occurred
in the period:
Non-Executive Directors
H R Snook Appointed on 25 March 2002 with effect from 1 May 2002
M Dawes Appointed on 2 June 2003
The appointment of Hans Roger Snook was approved in accordance with
the Company’s articles of association at the Annual General Meeting on
30 July 2002. Charles Dunstone, Roger Taylor and John Gildersleeve
retired by rotation and were re-elected at such meeting.
Employment of disabled persons
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. The number of days outstanding between receipt
of invoices and date of payment calculated by reference to the amount
owed to trade creditors at the period end as a proportion of the amounts
invoiced by suppliers during the period, was 28 days (2002 – 44 days).
The Company did not have any trade creditors at 29 March 2003 or
30 March 2002.
Donations
The Group made charitable donations of £25,000 during the
period (2002 – £87,000). 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 note 23 to the financial statements.
Tangible fixed assets
Movements in tangible fixed assets 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 £1.0m. The Group’s liability to taxation if
such assets were sold at that value would be insignificant.
Significant shareholdings
As at 2 June 2003 no disclosable interest in the issued share capital
of the Company has been notified to the Company in accordance with
sections 198 to 208 of the Companies Act 1985, other than those of
Charles Dunstone and David Ross, whose interests are detailed in the
Remuneration Report on pages 16 to 19, and Guy Johnson, who holds
70,758,611 shares.
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 has 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.
Deloitte & Touche has informed the Directors that they are intending
to transfer their business to a limited liability partnership incorporated
under the Limited Liability Partnerships Act 2000, to be known as
Deloitte & Touche LLP. It is the current intention of the Directors to use
the Company’s statutory power to give consent to the appointment of
Deloitte & Touche being treated as extending to Deloitte & Touche LLP
at the appropriate time.
By order of the Board,
The Carphone Warehouse Group PLC
North Acton Business Park
Wales Farm Road
London
W3 6RS
T S Morris
Company Secretary
2 June 2003
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The Carphone Warehouse Group PLC Annual Report 2003