Report of the Directors
Governance

Other Statutory Information

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Disabled Persons

A description of the company’s policy applied during the year ended 31st March 2012 and from that date up to the date of publication of this annual report relating to the recruitment, employment and training of disabled employees can be found in the Governance and Sustainability section.

Employee Involvement

A description of the action taken by the company during the year ended 31st March 2012 and from that date up to the date of publication of this annual report relating to employee involvement can be found in the Social section.

Use of Financial Instruments

Information on the group’s financial risk management objectives and policies and its exposure to credit risk, liquidity risk, interest rate risk and foreign currency risk can be found in note 27.

Branches

The company and its subsidiaries have established branches in a number of different countries in which they operate.

Policy on Payment of Commercial Debts

The group’s policy in relation to the payment of all suppliers and persons who may become suppliers is set out in its Group Control Manual, which is distributed to all group operations. The group’s policy is that payment should be made within the credit terms agreed with the supplier, subject to the supplier having performed its obligations under the relevant contract. It is not the group’s policy to follow any other specific code or standard on payment practice in respect of its suppliers.

At 31st March 2012, the company’s aggregate level of ‘creditor days’ amounted to 5 days. Creditor days are calculated by dividing the aggregate of the amounts which were outstanding as trade payables at 31st March 2012 by the aggregate of the amounts the company was invoiced by suppliers during the year ended 31st March 2012 and multiplying by 365 to express the ratio as a number of days.

Charitable Donations

During the year ended 31st March 2012 the group donated £645,000 (2011 £517,000) to charitable organisations worldwide, of which £378,000 (2011 £320,000) was in the UK. Further information on donations made by the group worldwide are given in the Community Investment section.

Political Donations and Expenditure

It is the policy of the group not to make political donations or incur political expenditure.

Under applicable UK legislation (the 2006 Act), political donations by the company to any political parties, other political organisations or independent election candidates or the incurring by the company of political expenditure are prohibited unless authorised by shareholders in advance. Under the legislation, the terms political donation, political party, political organisation and political expenditure are capable of wide interpretation. Sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling public duties and support for bodies representing the business community in policy review or reform may fall within these definitions.

During the year ended 31st March 2012:

The term ‘EU’ as used above applies to parties, organisations and independent election candidates that seek public office in any EU Member State and to expenditure incurred in their support or in relation to any referendum held under the laws of an EU Member State. ‘Non-EU political party’ means any political party which carries on, or proposes to carry on, its activities wholly outside EU Member States.

The company has no intention either now or in the future of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate. However, to avoid inadvertently contravening the 2006 Act, the board is proposing at the 2012 Annual General Meeting to renew the authority, first granted by shareholders at the annual general meeting in 2004, and renewed at each subsequent annual general meeting, for the company to make political donations and to incur political expenditure. The proposed authority will be subject to an overall aggregate limit on donations and expenditure of £50,000. As permitted under the 2006 Act, the resolution will extend to political donations made, or political expenditure incurred, by any subsidiaries of the company.

Financial Assistance Received from Government

The group received no financial assistance from government during the year.

Auditors and Disclosure of Information

In accordance with section 489 of the 2006 Act, resolutions are to be proposed at the 2012 Annual General Meeting for the reappointment of KPMG Audit Plc as auditor of the company and to authorise the directors to determine its remuneration.

So far as each person serving as a director of the company at the date this Report of the Directors was approved by the board is aware, there is no relevant audit information (that is information needed by the auditor in connection with preparing its report) of which the company’s auditor is unaware. Each such director hereby confirms that he or she has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company’s auditor is aware of that information.

Management Report

The Report of the Directors is the “management report” for the purposes of the Financial Services Authority’s Disclosure and Transparency Rules (DTR 4.1.8R).

The Report of the Directors was approved by the board on 6th June 2012 and is signed on its behalf by:

Simon Farrant
Company Secretary

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