The Directors present their report together with the audited financial statements of the Parent Company (“the Company”) and the Group for the year ended 31 October 2020.
INFORMATION CONTAINED WITHIN OTHER PARTS OF THE ANNUAL REPORT AND ACCOUNTS
Further information on the activities of the business, Group strategy, likely future developments and principal risks and uncertainties are contained in the Strategic Report.
RESULTS AND DIVIDENDS
Subject to approval at the Annual General meeting, the final dividend will be paid on 30 April 2021 to shareholders on the register at the close of business on 06 April 2021. The share price will be marked ex dividend with effect 01 April 2021. In accordance with the rules of the Company’s script dividend scheme, eligible shareholders will be entitled to receive their dividend in the form of additional shares. New mandate forms for this scheme should be signed and lodged with the Company Secretary 14 days before the dividend payment date of 30 April 2021.
Details of authorised and issued share capital and the movement in the year is detailed in note 26 to the financial statements.
DIRECTORS AND THEIR INTERESTS
The Directors who held office during the year and as at 31 October 2020 had the following interests in the ordinary shares of the Company:
Further information on the Directors’ discretionary options, including the performance criteria, can be found in the Directors’ remuneration Report, with the numbers shown in the above table representing the maximum available to vest.
In addition to the above shareholdings, Gareth Davies and Paul Roberts are trustees of the Company’s Employee Share Ownership Plan trust which at the year end held 16,834 shares (2019: 16,834 shares). Accordingly, these directors were deemed to hold an additional non-beneficial holding in such shares.
No director at the year end held any interest in any subsidiary or associate company.
Further details on related party transactions with Directors are provided in note 31 to the financial statements.
Under Article 91, two directors will retire from the Board by rotation at the Annual General Meeting on 23 March 2021 and being eligible, offer themselves for re-election.
During the year, the Company purchased and maintained liability insurance for its Directors and Officers which remained in force at the date of this report.
SHARES AND SUBSTANTIAL SHAREHOLDINGS
At 31 October 2020, the following shareholders held 3% or more of the issued share capital of the Company:
The Directors are not aware that any other person, Company or Group of Companies held 3% or more of the issued share capital of the Company.
At the Annual General Meeting held on the 24 March 2020 the Directors received authority from the shareholders to:
- Allot Shares
This gives Directors the authority to allot shares and maintains flexibility in respect of the Company’s financing arrangements. The nominal value of ordinary shares which the Director may allot in the period up to the next Annual General Meeting to be held on 23 March 2021 is limited to £450,000. The directors do not have any present intention of exercising this authority other than in connection with the issue of ordinary shares in respect of the Company’s share option plans. This authority will expire on 23 March 2021, but the Directors intend to seek to renew the same
- Disapplication of rights of pre-emption
This disapplies rights of pre-emption on the allotment of shares by the Company and the sale of treasury shares. This authority allows the Directors to allot equity securities for cash pursuant to the authority to allot shares mentioned above, and to sell treasury shares for cash without a pre-emptive offer to existing shareholders, up to an aggregate amount of £450,000. This authority will expire on 23 March 2021, but the Directors intend to seek to renew the same.
- To buy own shares
This authority allows the Company to buy its own shares in the market, as permitted under the Articles of Association of the Company, up to a limit of 500,000 ordinary shares. The Directors have no immediate plans to exercise the powers of the Company to purchase its own shares and would only plan to do so if they were satisfied that a purchase would result in an increase in expected earnings per share and was in the best interests of the Company at the time. This authority will expire on 23 March 2021, but the Directors intend to seek to renew the same.
The Group has procedures for keeping its colleagues informed about the progress of the business, and more information is available in the ESG report on page 35.
The Group continues to encourage employee motivation by operating a Savings Related Share Option Scheme open to all employees.
The Group provides training and support for all employees where appropriate and gives a full and fair consideration to disabled applicants in respect of duties which may be effectively performed by a disabled person. Where existing employees become disabled, the Group will seek to continue employing them, bearing in mind their disability and provided suitable duties are available. Failing this, all attempts will be made to provide a continuing income. No colleagues have been furloughed during the coronavirus pandemic.
Health and Safety matters are a high priority issue for the Board, who consider a monthly report on developments and any incidents that may have occurred, including accidents and near misses.
PAYMENT OF SUPPLIERS
The Group agrees terms and conditions with suppliers before business takes place and, while there is no Group code or standard it is not Group policy to extend supplier payment terms beyond that agreed. There are no suppliers subject to special arrangements.
The average credit terms for the Group as a whole based on the year end trade payables figure and a 365 day year is 44 days (2019: 56 days).
LAND AND BUILDINGS
In the opinion of the Directors, the current open market value of the Group’s interest in land and buildings exceeds the book value at 31 October 2019 as provided in note 16 to the financial statements by approximately £6,200,000 (2019: £6,200,000).
POLITICAL AND CHARITABLE DONATIONS
Details of support to the community is given in ESG report on page 35. There were no political donations during the year (2019: none).
DIRECTORS’ STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
The Directors who were members of the Board at the time of approving the Directors’ Report are listed on pages 42 to 43.
Having made enquires of fellow Directors each of these Directors, at the date of this report, confirms that:
- to the best of each Director’s knowledge and belief, there is no relevant audit information of which the Group’s auditor is unaware; and
- each Director has taken all the steps a director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Group’s auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
BDO LLP have indicated their willingness to continue in office and accordingly a resolution proposing their reappointment will be submitted to the Annual General Meeting.
By order of the Board
26 January 2021