The Directors of DCC plc present their report and the audited financial statements for the year ended 31 March 2009.
Results for the Year
The results of the Group for the year are set out in the Group Income
Statement on page 58. The profit for the year attributable to equity
holders of the Company amounted to €116.3 million.
Dividends
An interim dividend of 22.61 cent per share, amounting to €18.56 million,
was paid on 5 December 2008. The Directors recommend the payment of
a final dividend of 39.73 cent per share, amounting to €32.63 million.
Subject to shareholders’ approval at the Annual General Meeting on 17
July 2009, this dividend will be paid on 23 July 2009 to shareholders
on the register on 29 May 2009. The total dividend for the year ended
31 March 2009 amounts to 62.34 cent per share, a total of €51.19 million.
The profit attributable to equity holders of the Company, which has been transferred to reserves, and the dividends paid during the year ended 31 March 2009 are shown in note 39 on page 102.
Share Capital and Treasury Shares
DCC’s authorised share capital is 152,368,568 ordinary shares of €0.25
each, of which 82,139,005 shares (excluding treasury shares) were
in issue and 6,090,399 shares were held in Treasury at 31 March 2009.
The number of shares held in Treasury at the beginning of the year (and the maximum number held during the year) was 7,414,239 (8.40% of the issued share capital) with a nominal value of €1.854 million.
A total of 1,323,840 shares (1.50% of the issued share capital) with a nominal value of €0.331 million were re-issued during the year at prices ranging from €6.22 to €15.65 consequent to the exercise of share options under the DCC plc 1998 Employee Share Option Scheme and the DCC Sharesave Scheme 2001, leaving a balance held in Treasury at 31 March 2009 of 6,090,399 shares (6.90% of the issued share capital) with a nominal value of €1.523 million.
At the Annual General Meeting held on 18 July 2008, the Company was granted authority to purchase up to 8,822,940 of its own shares (10% of the issued share capital) with a nominal value of €2.206 million. This authority has not been exercised and will expire on 17 July 2009, the date of the next Annual General Meeting of the Company. A special resolution will be proposed at the Annual General Meeting to renew this authority.
At each Annual General Meeting, in addition to the authority to buy back shares referred to above, the Directors seek authority to exercise all the powers of the Company to allot shares up to an aggregate amount of €7,352,400, representing approximately one third of the issued share capital of the Company.
The Directors also seek authority to allot shares for cash, other than strictly pro-rata to existing shareholdings. This proposed authority is limited to the allotment of shares in specific circumstances relating to rights issues and other issues up to approximately 5% of the issued share capital of the Company.
Review of Activities and Events since the Year End
The Chairman’s Statement on pages 6
to 7, the Chief Executive’s Review
on pages 8 to 11, the Business Reviews on pages
14 to 33 and the Financial
Review on pages 34 to 39 contain a review of the development and performance
of the Group’s business during the year, of the state of affairs of the
business at 31 March 2009, of recent events and of likely future developments.
Information in respect of events since the year end as required by the
Companies (Amendment) Act, 1986 is also included in these sections.
Principal Risks and Uncertainties
Under Irish Company law (Regulation 37 of the European Communities
(Companies: Group Accounts) Regulations 1992, as amended), DCC is required
to give a description of the principal risks and uncertainties facing
the Group. These are addressed in the Principal Risks & Uncertainties
report on pages 46
to 47.
Directors
The names of the Directors and a short biographical note on each Director
appear on pages 4 to 5.
Jim Flavin resigned from his position as Executive Chairman and Director on 27 May 2008. On the same date, Michael Buckley was appointed Chairman and Tommy Breen, previously Group Managing Director, was appointed Chief Executive.
Paddy Gallagher and Tony Barry retired from the Board with effect from 1 December 2008 and 28 February 2009 respectively.
Kevin Melia and Donal Murphy were appointed to the Board with effect from 1 December 2008, David Byrne was appointed to the Board with effect from 1 January 2009 and John Moloney was appointed to the Board with effect from 2 February 2009.
The Board has adopted the practice that all Directors will submit to re-election at each Annual General Meeting.
With the exception of Tommy Breen, who has a service agreement with a minimum notice period of twelve months, none of the other retiring Directors has a service contract with the Company or with any member of the Group.
Details of the Directors’ interests in the share capital of the Company are set out in the Report on Directors’ Remuneration and Interests on pages 52 to 55.
Corporate Governance
The Corporate Governance statement on pages
48 to 51 sets out the Company’s
appliance of the principles and compliance with the provisions of the
Combined Code on Corporate Governance, the Group’s system of internal
control and the adoption of the going concern basis in preparing the
financial statements.
Specific details concerning the appointment and the re-election of Directors are contained in the Corporate Governance statement.
Substantial shareholdings
The Company has been advised of the following interests in its share
capital as at 18 May 2009:
| No. of €0.25 Ordinary Shares |
% of Issued Share Capital (excluding treasury shares) |
|
| FMR LLC on behalf of certain of its direct and indirect subsidiaries * | 12,200,800 | 14.85% |
| Prudential plc group of companies * | 7,699,992 | 9.37% |
| Invesco Limited * | 5,334,803 | 6.49% |
| Jim Flavin | 2,700,000 | 3.29% |
| Irish Life Investment Managers * | 2,630,815 | 3.20% |
* Notified as non-beneficial interests
Principal subsidiaries and joint ventures
Details of the Company’s principal operating subsidiaries and joint
ventures are set out on pages 112 to
114.
Research and development
Certain Group companies are involved in ongoing development work aimed
at improving the quality, competitiveness, technology and range of their
products.
Political contributions
There were no political contributions which require to be disclosed
under the Electoral Act, 1997.
Accounting records
The Directors are responsible for ensuring that proper books and accounting
records, as outlined in Section 202 of the Companies Act, 1990, are
kept by the Company. The Directors believe that they have complied with
this requirement by providing adequate resources to maintain proper
books and accounting records throughout the Group including the appointment
of personnel with appropriate qualifications, experience and expertise.
The books and accounting records of the Company are maintained at the
Company’s registered office, DCC House, Brewery Road, Stillorgan, Blackrock,
Co. Dublin, Ireland.
Articles of Association
The Company’s Articles of Association may be amended by a special resolution
passed by the shareholders at an annual or extraordinary general meeting
of the Company.
Takeover regulations
The Company has certain banking facilities which may require repayment
in the event that a change in control occurs with respect to the Company.
In addition, the Company’s share option scheme contains change of control
provisions which can allow for the acceleration of the exercisability
of share options in the event that a change of control occurs with respect
to the Company.
Auditors
The auditors, PricewaterhouseCoopers, will continue in office in accordance
with the provisions of Section 160(2) of the Companies Act, 1963. A
resolution authorising the Directors to fix their remuneration will
be proposed at the Annual General Meeting.
Michael Buckley, Tommy Breen
Directors
18 May 2009