Directors’ interests and indemnities
Further details of Directors’ contracts and letters of appointment, remuneration and their interests in the shares of the Company (including interests in share options and deferred shares) as at 31 December 2008 are given in the Remuneration report.
No Director had any material interest in a contract of significance (other than a service contract) with the Company or any subsidiary company during the year. Details of the Executive Directors’ service contracts and the letters of appointment for the Non-Executive Directors, their emoluments and share interests (including interests in share-based payments) are given in the Remuneration report.
The Company’s practice has always been to indemnify its Directors in accordance with the Company’s Articles of Association and to the maximum extent permitted by law. As at the date of this report, indemnities are in force under which the Company has agreed to indemnify the Directors, in accordance with the Company’s Articles of Association and to the maximum extent permitted by law, in respect of all costs, charges, expenses or liabilities, which they may incur in or about the execution of their duties to the Company, or any entity which is an associated company (as defined in Section 256 of the Companies Act 2006), or as a result of duties performed by the Directors on behalf of the Company or any such associated company.
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Business review. The financial position of the Group, its cash flows, liquidity position, facilities and borrowing position are described in the Financial review and note 21 and note 24 in the Notes on the accounts provide further detail on the Group’s borrowings and management of financial risks. The Key Group risk factors include an analysis of financial risk and the Group’s approach to financial risk management.
The Group has at the date of the report, sufficient existing financing available for its estimated requirements for the next twelve months. This, together with its proven ability to generate cash from trading activities, the performance of the Group’s Global Drive Brands, its leading market positions in a number of countries and its broad geographical spread, as well as numerous contracts with established customers and suppliers across different geographic areas and industries, provides the Directors with the confidence that the Group is well placed to manage its business risks successfully despite the current financial conditions and uncertain outlook in the general global economy.
After reviewing the Group’s annual budget, plans and financing arrangements, the Directors consider that the Group has adequate resources to continue operating for the foreseeable future and that it is therefore appropriate to continue to adopt the going concern basis in preparing the Annual Report.
Resolutions will be proposed at the Annual General Meeting to reappoint PricewaterhouseCoopers LLP as the Company’s auditors and to authorise the Directors to agree their remuneration. The Audit Committee will recommend the appropriate level of fees to the Board following its annual assessment as set out on the Corporate governance pages.
As at 31 December 2008, the Company had:
1) an authorised share capital comprising 2,858,265,349 ordinary shares of 25p each with an aggregate nominal value of £714.57 million and 241,734,651 convertible redeemable preference shares (CRPS) of 25p each with an aggregate nominal value of £60 million; and
2) an allotted and fully paid share capital of 2,025,031,151 ordinary shares of 25p each with an aggregate nominal value of £506 million (including treasury shares and shares owned by the employee share trusts). The CRPS are no longer in issue with 50 per cent being redeemed for cash in June 2000 and 50 per cent converted into the same number of ordinary shares in June 2004, in accordance with the terms of their issue.