Report of the directors.

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The directors present their report and the audited financial statements of the Company for the year ended 31 December 2011. The Business and Financial Reviews and the Corporate Governance Statement form part of this report.

Results and dividends /

The consolidated income statement shows a profit for the financial year of £165.3m (2010: £43.0m). An interim dividend of 1.08p per ordinary share was paid on 23 September 2011 to ordinary shareholders, shortly before a 10 for 11 share consolidation, described below, was undertaken on 24 October 2011. This payment is equivalent to a dividend of 1.19p per share on a post-consolidation basis.

The directors recommend a final dividend for the year of 2.01p per ordinary share which, if approved at the Annual General Meeting, will be payable on 4 July 2012 to ordinary shareholders registered at 15 June 2012. If approved, this will make a total dividend for the year of 3.20p per share on a post-consolidation basis, excluding the special dividend announced on 14 October 2011. This special dividend of 15.53p per share (equivalent to 17.08p per share on a post-consolidation basis) was paid on 2 November 2011, following the sale of Synovate, and increases the total dividend for the year to 20.28p per share on a post-consolidation basis. The total dividend for 2010 was 2.75p per share.

Principal activity /

The principal activity of the Company is that of a holding company based in London. Its subsidiaries and related companies within the Aegis Media division provide a broad range of services in the areas of media and digital communications, while Aztec operates a scan data services provision business.

The subsidiary and associated undertakings principally affecting the profits or net assets of the Group in the year are listed in Note 16 to the parent company financial statements. The Company has a branch in Luxembourg.

Review of business and future developments /

A review of the business and likely future developments of the Group is given in the Chief Executive’s report, the Business Reviews and the Financial Review. Those sections form part of, and are incorporated by reference within, this Directors’ report.

Financial instruments /

Information about the use of financial instruments by the Company and its subsidiaries is given in Note 20 to the financial statements and in the Principal Risks and Uncertainties section.

Post-balance sheet events /

The directors are not aware of any significant post-balance sheet events that require disclosure in the financial statements other than those disclosed in Note 34 to the financial statements.

Donations /

The Group’s approach with respect to charitable donations and the amounts donated are detailed in the Corporate responsibility report. No political donations were made by the Company during the year.

Supplier payment policy /

The Company does not impose a formal code of payment practice on its subsidiaries. However, the Group’s policy is to try to create relationships with its suppliers such that they trust us and want to do business with us. In selecting external suppliers we use competitive processes that are fair and transparent, and designed to maximise value and quality of service for our clients and ourselves.

At 31 December 2011, the Group had 42 days’ purchases outstanding (2010: 50 days). The creditor day analysis is not applicable to the holding company.

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