Report of the Directors

The Directors of DCC plc present their report and the audited financial statements for the year ended 31 March 2011.

 

Results for the Year
Revenue for the year amounted to €8,680.6 million (2010: €6,725.0 million). The profit for the year attributable to owners of the Parent amounted to €145.1 million (2010: €130.8 million). Adjusted earnings per share amounted to 203.15 cent (2010: 177.98 cent). Further details of the results for the year are set out in the Group Income Statement on page 72.

 

Dividends
An interim dividend of 26.11 cent per share, amounting to €21.74 million, was paid on 3 December 2010. The Directors recommend the payment of a final dividend of 48.07 cent per share, amounting to €40.05 million. Subject to shareholders’ approval at the Annual General Meeting on 15 July 2011, this dividend will be paid on 21 July 2011 to shareholders on the register on 20 May 2011. The total dividend for the year ended 31 March 2011 amounts to 74.18 cent per share, a total of €61.79 million. This represents an increase of 10% on the prior year’s total dividend per share.

 

The profit attributable to owners of the Parent, which has been transferred to reserves, and the dividends paid during the year ended 31 March 2011 are shown in note 39 on page 120.

 

Share Capital and Treasury Shares
DCC’s authorised share capital is 152,368,568 ordinary shares of €0.25 each, of which 88,229,404 shares (excluding treasury shares) and 4,911,407 treasury shares were in issue at 31 March 2011. All of these shares are of the same class. With the exception of treasury shares which have no voting rights and no entitlement to dividends, they all carry equal voting rights and rank for dividends.

 

The number of shares held as treasury shares at the beginning of the year (and the maximum number held during the year) was 5,224,345 (5.92% of the issued share capital) with a nominal value of €1.306 million.

 

A total of 1,896,000 shares (2.15% of the issued share capital) with a nominal value of €0.474 million were re-issued during the year at prices ranging from €10.25 to €18.05 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 as treasury shares at 31 March 2011 of 4,911,407 shares (5.57% of the issued share capital) with a nominal value of €1.228 million.

 

At the Annual General Meeting held on 16 July 2010, 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 15 July 2011, 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 9, the Chief Executive’s Review on pages 10 to 13, the Business Reviews on pages 18 to 37 and the Financial Review on pages 38 to 45 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 2011, 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 included in these sections and in note 48 on page 131.

 

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 54 to 55.


Directors
The names of the Directors and a short biographical note on each Director appear on pages 4 to 5.

 

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 notice period of twelve months, none of the other 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 62 to 68.

 

Corporate Governance
DCC has complied, throughout the year ended 31 March 2011, with the provisions set out in Section 1 of the Combined Code on Corporate Governance (June 2008), which applied to the Company for the year ended 31 March 2011.

 

The UK Corporate Governance Code (issued in May 2010) and the Irish Corporate Governance Annex (issued in December 2010) come into effect, as far as DCC is concerned, for the financial year commencing on 1 April 2011.

 

DCC is taking the necessary measures to be in compliance with these revised requirements for the year to 31 March 2012.

 

The Corporate Governance statement on pages 56 to 61 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.

 

For the purposes of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006, details concerning the appointment and the re-election of Directors and the amendment of the Company’s Articles of Association are set out in the Corporate Governance statement.

 

  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* 10,118,365 12.14%
     
Prudential plc group of companies* 7,181,656 8.62%
     
Invesco Limited * 5,833,119 7.00%
     
T. Rowe Price Associates Inc.* 2,579,282 3.10%
     
Jim Flavin 2,520,100 3.02%


*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 132 to 135.

 

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.

 

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 long term incentive plans contain change of control provisions which can allow for the acceleration of the exercisability of share options or awards in the event that a change of control occurs with respect to the Company.


Auditors
A formal tender process is being undertaken with regard to the audit of the Group’s financial statements for the year to 31 March 2012. The outcome of this tender process is not yet known.

 

 

Michael Buckley, Tommy Breen
Directors
9 May 2011

 

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