Annual Report and Accounts 2001
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Directors' Report

The directors submit to shareholders their one hundred and tenth annual report, together with the audited accounts of the group for the year ended 31st March 2001. Pages 1 to 33 are an integral part of the report.

Principal Activities
The group's principal activities are summarised on page 11.

Dividends
The interim dividend of 7.0 pence per share, up 0.9 pence, was paid in February 2001. A final dividend, which will be paid as an ordinary dividend, of 16.3 pence per share, up 2.1 pence, is being proposed to shareholders as Resolution 2 at the Annual General Meeting (AGM), making a total for the year of 23.3 pence, an increase of 15% over last year. Dividends for the year total £51.3 million.

A Dividend Reinvestment Plan is being introduced for the benefit of shareholders. This will allow them to purchase additional shares in Johnson Matthey with their dividend payment. This low cost facility will be available to shareholders with effect from the payment of the final dividend in August 2001. Further information and a mandate may be obtained from the Company Secretary at the company's registered office.

Share Capital
Allotments of ordinary shares of £1 each of the company were made during the year as set out in note 24 on page 57.

The board has decided to seek shareholders' approval to renew the annual authority for the company to make purchases of its own ordinary shares through the market.

Employee Share Schemes
41% of employees worldwide are shareholders in Johnson Matthey through the group's employee share schemes, which held 2,881,633 shares (1.3% of ordinary share capital) at 31st May 2001. A total of 687 current and former directors and employees hold options over 4,881,498 shares through the company's executive share option schemes.

Directors
Details of the directors of the company are shown on pages 22 and 23. In accordance with the company's Articles of Association, Mr C R N Clark (who is employed on a service contract subject to two years' notice), Mr H R Jenkins and Mr M B Dearden retire by rotation and, being eligible, offer themselves for re-election at the AGM.

Directors' Material Interests in Contracts
Other than service contracts, no director had any interest in any material contract with any group company at any time during the year.

Substantial Shareholdings
The company has been advised of the following notifiable interests in its ordinary share capital as at 31st May 2001:
Schroder Investment Management Ltd 11.75%
Deutsche Asset Management 8.13%
Merrill Lynch Investment Managers 4.92%

Auditors
In accordance with section 384 of the Companies Act 1985, a resolution is to be proposed at the forthcoming AGM for the reappointment of KPMG Audit Plc as auditors of the company.

Policy on Payment of Commercial Debts
The group's policy in relation to the payment of all suppliers (set out in its Group Control Manual, which is distributed to all group operations) is that payment should be made within the credit terms agreed with the supplier. At 31st March 2001, the company's aggregate level of 'creditor days' amounted to 3 days. Creditor days are calculated by dividing the aggregate of the amounts which were owed to trade creditors at the end of the year by the aggregate of the amounts the company was invoiced by suppliers during the year and multiplying by 365 to express the ratio as a number of days.

Donations
During the year the group donated £301,000 (2000 £208,000) to charitable organisations, of which £242,000 (2000 £168,000) was in the UK. There were no political donations made in the year (2000 £ nil).

This report was approved by the directors on 4th June 2001 and is signed on their behalf by:

Simon Farrant
Company Secretary

 

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