Directors’ Report
The Directors are pleased to present their annual report for NTR plc (“the Company”) and its subsidiaries (together “the Group”) together with the audited financial statements for the year ended 31 March 2009.
Principal Activities of the Group
The principal activities of the Group comprise:
Renewable Energy
| • | Solar Energy. NTR’s investments in solar energy include a 41.88% subsidiary holding in Stirling Energy Systems, a developer and manufacturer of concentrating solar power technology, and project development businesses Tessera Solar North America and Tessera Solar International. Stirling Energy Systems’ unique technology, the SunCatcher, combines a mirrored concentrator dish with a high-efficiency Stirling engine, specially designed to convert sunlight to electricity. The SunCatcher system will deliver a highly effective solar solution using a fraction of the water requirements of competing technologies. The SunCatcher is currently being prepared for mass production in partnership with substantial manufacturing and industrial organisations. Stirling Energy System’s sister companies, Tessera Solar North America and Tessera Solar International, will develop, build and operate utility-scale solar plants throughout North America, Southern Europe, Africa and the Middle East. Their development pipeline includes two of the world’s largest solar facilities in California: a 750MW Imperial Valley Solar Project near the Mexico border, and a 850MW Calico Project in California’s Mojave Desert. In June 2009, Tessera Solar announced a 27MW project with Texas utility company, CPS Energy, scheduled for construction in 2010. |
| • | Wind Energy. NTR has a 64.18% subsidiary interest in Wind Capital Group. Based in the American Midwest, Wind Capital Group is becoming a leading wind developer in the United States. It currently has a development pipeline of wind projects of more than 2,700 MW, covering 16 states and expects to commence construction of a 150MW windfarm at Lost Creek, Missouri in 2010. With this strong foundation in place, Wind Capital Group is now well positioned to continue its rapid growth and attain its goal of building in excess of 250 MW of windfarms each year. |
| • | Ethanol. Green Plains Renewable Energy, Inc. (NASDAQ: GPRE), based in Omaha, Nebraska, is a NASDAQ listed, vertically-integrated, low-cost ethanol producer and an emerging leader within the biofuels industry. NTR has a 45% associate holding in GPRE. Its strategy is to build a vertically integrated platform from agronomy services and grain procurement through ethanol production, blending and distribution. Through a combination of its four production plants located in the heart of the corn belt, two recent plants acquired in Nebraska and third party marketing contracts, GPRE’s capacity runs to over 785 million gallons of corn-based ethanol per year. It is now the fourth largest ethanol producer in North America. |
Sustainable Waste Management
| • | Waste Management. Greenstar is a leading integrated private sector waste management company with operations in Ireland, the United Kingdom and North America. | |
| - | Established in 1999, Greenstar Ireland has become Ireland’s leading provider of environmental, waste management and recycling solutions. Greenstar operates material recovery facilities throughout the country and operates three EPA licensed, state-of-the-art residual landfill facilities. | |
| - | Greenstar UK is Britain’s premier recycling-led waste management company, offering a total waste management and recycling solution to large single site and multi-site clients. Greenstar’s Materials Recovery Facility (MRF) in Aldridge is the largest MRF in the UK and its facility in Redcar was the world’s first facility to convert waste HDPE plastics into food grade material for the production of milk bottles, food trays and cosmetic bottles. | |
| - | Headquartered in Houston, Texas, Greenstar North America is the leading recycling-led waste management company in North America, with a focus on the recycle processing, commodity upgrading and commodity trading sectors of the solid waste market. Operating across 17 facilities, Greenstar North America processes over 1.6 million tonnes of waste annually and is one of the largest private recyclers in the US. | |
| - | The Group also holds a 50% interest in Celtic Anglian Water Limited, which provides operational and maintenance solutions for water and wastewater infrastructure for local authorities throughout Ireland. With the capacity to treat sewage from a population of 1.7 million, the Ringsend Wastewater Treatment Plant is the largest and most advanced wastewater treatment plant in Europe. | |
Other Infrastructure
| • | Toll Roads. National Toll Roads is the leading developer and operator of toll roads in Ireland, operating a significant number of Irish toll road concessions. Current projects include the construction of the N25 Waterford bypass (South East Ireland) and the midlands M7/M8 Portlaoise bypass PPP concessions. |
| • | Telecommunications. NTR holds a 19.1% stake in the Imagine Communications Group, which is the largest alternative provider of telecommunications to Irish SMEs and residential consumers, with over 100,000 customers and over 80,000 broadband customers. |
Results, Dividends and State of Affairs
The Group recorded a loss for the financial year of €45.6 million (2008
- profit of €1,058.3 million).
A final dividend of 3.95 cent per ordinary share was paid in September
2008. An interim dividend of 2.28 cent per ordinary share was paid in January
2009. A final dividend of 4.94 cent per ordinary share is recommended by
the Directors, while no transfers to other reserves are proposed.
€257.7 million was returned to shareholders by way of a share redemption
offer during the financial year. Shareholders’ funds attributable to equity
shareholders of the parent at 31 March 2009 amounted to €833.8 million,
a decrease of €256.7 million since 31 March 2008.
Future Developments
NTR is currently engaged in a significant phase of development in renewable
energy through its investments in wind energy (Wind Capital Group), solar
energy (Stirling Energy Systems), bio-ethanol production (Green Plains
Renewable Energy) and in sustainable waste management in North America,
the United Kingdom and Ireland (Greenstar). NTR will continue to actively
evaluate further investment opportunities in these sectors, in line with
the Group’s corporate strategy.
Further information in relation to the future development of the Group
is provided in the Chief Executive’s Review.
Directors and Secretary
Michael King resigned from the Board on 5 September 2008. The Board would
like to thank Michael for his many years of service to the Group. Michael
was a key member of the executive team that led to NTR’s initial diversification
from toll roads and its later focus on renewable energy.
In accordance with the Articles of Association, Jim Barry and Chris Nash
retire from the Board by rotation, and being eligible, offer themselves
for re-election at the Annual General Meeting. In recommending each of
these Directors for re-election, the Board is satisfied that their performance
continues to be effective and demonstrates commitment to their roles and
recommends the re-appointment of these Directors.
In accordance with the recommendation of the Combined Code on Corporate
Governance, there are no Directors’ service contracts with notice periods
exceeding 12 months or with provisions for pre-determined compensation
upon termination which exceed one year.
Directors’ and Secretary’s Interests
Interests of the Directors and Secretary and their families in the ordinary
share capital of the Company at 31 March 2009 and 2008 were as follows:
Shares
| 31 March 2009 No of Shares |
31 March 2008 No of Shares |
|
| Jim Barry | 4,938,148 | 4,800,529 |
| Brian Kearney | 179,933 | 5,500 |
| Christopher Nash | 94,815 | - |
| Tom Roche | *3,268,622 | *2,622,002 |
| Donal Tierney | **150,376 | - |
| Michael Walsh | 1,894,416 | 1,909,415 |
| Eamon Bolger (Secretary) | 77,674 | 3,000 |
| * | In addition to the above holding, Tom Roche and his family have voting control over Woodford Capital Limited. Through its subsidiaries, this company held 39.6% of the share capital of the Company at 31 March 2009. |
| ** | In addition to the above holding, Donal Tierney has beneficial ownership of a shareholding in a company which held 126,000 ordinary shares in the Company at 31 March 2009. |
The Company has agreed to purchase 446,343 ordinary shares at a price of
€6.65 per share from Michael King, a former Director of the Company.
The share price at 31 March 2009 was €1.65 per share. The range during
the year was €1.25 per share to €6.05 per share.
Share Options
| At 1 April 2008 |
Granted during period |
Exercised during period |
At 31 March 2009 |
Exercise Price |
Exercise Dates |
|
| Jim Barry | - | - | - | - | - | - |
| Brian Kearney | 200,000 | - | - | 200,000 | 1.25 | 2009 - 2013 |
| Christopher Nash | 200,000 | - | - | 200,000 | 5.50 | 2009 - 2016 |
| Tom Roche | 300,000 | - | - | 300,000 | 1.25 | 2009 - 2013 |
| Donal Tierney | *200,000 | - | (200,000) | - | - | - |
| Michael Walsh | - | - | - | - | - | - |
| Eamon Bolger (Secretary) | - | - | - | - | - | - |
*These options were exercised on 18 July 2008 when the market price of the shares was €5.50.
Neither the Directors nor the Company Secretary nor their respective families
had a beneficial interest in the share capital or debentures of any subsidiary,
joint venture or associate of the Company, at 31 March 2009 and 31 March
2008.
Other than the changes mentioned above, there were no other changes in the above interests between 31 March 2009 and 16 July 2009.
With the exception of the related party transactions as described in Note
5 to the Group financial statements, there were no contracts or arrangements
entered into during the year in which any Director was materially interested
and which were significant in relation to the Group’s business.
Substantial Shareholdings
In addition to those interests disclosed under Directors’ and Secretary’s
Interests, as at 16 July 2009, the Company had received notification of
the following interests in its ordinary share capital:
| No. of Shares | % | |
| Dreamport Limited * | 78,855,413 | 39.6 |
| TS Capital Limited | 48,701,410 | 24.5 |
* Dreamport Limited is a wholly owned subsidiary of Woodford Capital Limited. Tom Roche and his family have voting control over Woodford Capital Limited.
Research and Development
The majority of the Group’s expenditure on research and development is
in relation to assets in development, details of which are given in the
financial statements.
Subsidiaries
The information required by the Companies Acts 1963 to 2009 in relation
to subsidiary undertakings is set out in Note 34 to the Group financial
statements.
Political Donations
No political donations were made by the Group during the year, which require
disclosure in accordance with the Electoral Acts 1997 to 2002.
Corporate Governance
The Company is not a listed company and, as such, is not required to report
on corporate governance. The Directors are committed to maintaining high
standards and so have decided to report on corporate governance as set
out in The Combined Code on Corporate Governance (June 2006) published
by the Financial Reporting Council in the UK.
The key components of the Group’s system of corporate governance are as
described below.
Role of the Board
The Board is responsible for the leadership of the Company. There is a
formal schedule of matters reserved by the Board for decision. This includes
the approval of:
• the financial statements;
• business/strategic plans;
• budgets and forecasts;
• capital budgets and expenditure;
• any transactions that materially impact NTR plc’s economic interests;
• Board appointments and removals;
• Directors’ remuneration;
• the terms of reference and membership of NTR plc Board committees;
• the appointment of the auditor.
The Board has delegated responsibility for the management of the Group,
through the Chief Executive, to executive management. The roles of Chairman
and Chief Executive are not combined and there is a clear division of responsibilities
between them, which is set out in writing and has been approved by the
Board. The Chief Executive is accountable to the Board for all authority
delegated to executive management.
The Board has also delegated some of its responsibilities to Committees
of the Board, as described further below.
Board of Directors
Directors are appointed to the Board through a formal process and newly
appointed Directors are approved by a Nominations Committee. All new Directors
offer themselves for election by shareholders at the first Annual General
Meeting following their appointment. On appointment, each Director receives
training, as appropriate. All Directors have access to the advice and services
of the Company Secretary. The Company offers major shareholders the opportunity
to meet new non-executive Directors. The non-executive Directors are appointed
for specific terms. All Directors are required to stand for re-election
every three years.
A procedure is in place whereby the Directors may, in furtherance of their
duties, take independent professional advice, if necessary, at the Group’s
expense.
The Group has a policy in place which indemnifies the Directors in respect
of legal action taken against them.
At 31 March 2009, the Board of Directors comprised two executive and four
non-executive Directors. With the exception of Tom Roche and Donal Tierney,
the non-executive Directors were considered independent. Tom Roche, a non-executive
Director, chairs the Board and Brian Kearney is the Senior Independent
Director. Brian Kearney is available to shareholders who have concerns
that cannot be addressed through the Chairman, Chief Executive or Finance
Director.
Given the number of independent non-executive Directors serving in the
year ended 31 March 2009, it was not possible to populate the committees
in accordance with the Combined Code.
To enable them to perform their duties, all Directors have full and timely
access to all relevant information. It is the opinion of the Board that,
between them, the Directors have the range of skills, knowledge and experience
required to lead the Company. All Directors bring independent judgment
to bear in respect of all matters.
The Board meets regularly throughout the year. Prior to each meeting, all
Directors are supplied with a full set of management accounts together
with a report from the Chief Executive outlining key aspects of the Group’s
performance.
The standard terms of the letter of appointment of non-executive Directors
can be inspected at the registered office of the Company or prior to the
Annual General Meeting.
Board Committees
The Board delegates certain responsibilities to Board committees and has
established an Audit Committee, Nominations Committee, Finance Committee
and Remuneration Committee.
| • | Audit Committee | |
| During the period, this committee comprised the following non-executive Directors: Brian Kearney (Chairman), Christopher Nash and Donal Tierney. | ||
| The committee has written terms of reference which deal with its authority and duties. These terms of reference include assisting the Board in fulfilling its responsibilities for ensuring: | ||
| - | proper accounting; | |
| - | appropriate financial reporting; | |
| - | adequate internal controls; | |
| - | corporate governance procedures are in place throughout the Group; and | |
| - | recommendations are made on the appointment, re-appointment and removal of the Group’s external auditor. | |
| The committee meets periodically to consider, inter alia, the Group’s system of internal controls, the choice of accounting policies, the external and internal audit programme, the annual report and other related matters, including corporate governance. It monitors and reviews the effectiveness of the Group’s internal audit function. It also reviews the cost effectiveness of the external audit and the extent of non-audit services provided by the auditor, with a view to ensuring that auditor objectivity and independence is safeguarded. | ||
| • | Nominations Committee | |
| During the period, this committee comprised the following Directors: Tom Roche (Chairman), Jim Barry, Brian Kearney, Christopher Nash and Donal Tierney. The Nominations Committee advises the Board on new Board appointments. The terms of reference include responsibility for: | ||
| - | identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise; | |
| - | evaluating the skills, knowledge and experience of the Board; | |
| - | performance evaluation; | |
| - | succession planning; | |
| - | reviewing the composition of the Board; | |
| - | reviewing the leadership of the Board. | |
| The Board engages the services of independent consultants to search for suitable candidates to serve as non-executive Directors. | ||
| • | Finance Committee | |
| During the period, this committee comprised the following Directors: Tom Roche (Chairman), Jim Barry, Brian Kearney, Christopher Nash and Michael Walsh. The Finance Committee considers and evaluates proposals, at the discretion of the Board, which may involve major financial expenditure, acquisitions, mergers and business expansions, or may make recommendations to the Board on the appropriate level of dividends and may review capital expenditure and budgets prior to approval by the Board. | ||
| • | Remuneration Committee | |
| During the period, this committee comprised the following non-executive Directors: Tom Roche (Chairman), Brian Kearney and Donal Tierney. | ||
Remuneration Policy
The Company’s policies on executive Director remuneration and the granting
of share options are designed to attract and retain individuals of the
appropriate calibre for the Group’s activities.
In framing the Company’s remuneration policy, the Remuneration Committee
has given full consideration to Schedule A “Provisions on the design of
performance related remuneration” of the Combined Code on Corporate Governance.
The Remuneration Committee has delegated responsibility for setting the
remuneration of senior management to the Chief Executive.
Details of Directors’ remuneration are set out in Note
5 to the financial
statements, while details of Directors’ share options are set out on page
42.
There are no service contracts in force for Directors of the Company or
its subsidiaries which may not be terminated without payment of compensation
in excess of one year’s remuneration.
Michael Walsh is a non-executive director of Boundary Capital plc. He received
remuneration of €40,000 in respect of the year ended 31 March 2009 and
retained these earnings. Michael was also appointed as a director of EFMI
Global Utilities and Infrastructure Funds plc on 23 May 2008. He received
remuneration of €25,000 in respect of the year ended 31 March 2009 and
retained these earnings.
Share Option Scheme
Under the terms of a share option scheme, at 31 March 2009, options in
respect of 2,243,330 (2008: 2,963,330) ordinary shares of the Company have
been granted to employees of the Group and remain exercisable at the balance
sheet date. Outstanding options are exercisable at prices between €0.90
and €5.50 per share at various dates between 2009 and 2016. Options have
been granted to non-executive Directors, reflecting the support given by
them to the Group.
Communication with Shareholders
The Board regards this Annual Report as a key document for communication
with shareholders and carefully considers its form and content, in conjunction
with its professional advisors. Communications with shareholders are important
to NTR plc and regular communication takes place with major shareholders.
Investor presentations are held at the time of the release of interim and
annual results.
The Interim and Annual Reports are available on the Group’s website www.ntrplc.com,
together with regular updates on the Group’s activities.
The Company’s Annual General Meeting provides individual shareholders the
opportunity to question the Chairman and the Board. Notice of the Annual
General Meeting is sent to shareholders at least 21 days in advance of
the meeting. At the meeting, after each resolution has been dealt with,
details are given of the level of proxy votes lodged and the balance for
and against that resolution.
Risk Management and Internal Control
The Board is responsible for establishing and maintaining the Group’s systems
of Risk Management and Internal Control. These systems are designed to
meet the particular needs of the Group and the risks to which its operating
units may be exposed. Risk Management and Internal Control systems give
reasonable assurance that assets are safeguarded against unauthorised use
or disposition, that proper books of account are maintained and that the
financial information used within the business or for publication is reliable.
By their nature these controls can provide reasonable, but not absolute,
assurance against material misstatement or loss.
The key features of the Risk Management and Internal Control systems which
operated throughout the period covered by the financial statements are
as follows:
| - | the Board is responsible for identifying the major business risks faced by the Group and for determining the appropriate course of action to manage these risks; |
| - | the Group has policies and procedures in place for identifying and assessing risk and there is a culture of risk awareness throughout the Group; |
| - | the Group has an organisational structure in place which has clearly defined lines of authority; |
| - | the Group has an internal audit function; |
| - | the Audit Committee, comprising non-executive Directors, seeks to consider all significant control matters. |
Principal Risks and Uncertainties
Under Section 13 of the Companies (Amendment) Act, 1986 as amended by Statutory
Instrument 116 of 2005 – European Communities (International Financial
Reporting Standards and Miscellaneous Amendments) Regulations 2005, the
Directors are required to provide a description of the principal risks
and uncertainties facing the Company and the Group. The key risks and uncertainties
are as follows:
| - | The Group operates a variety of businesses in diverse geographic locations. By their nature, all of these businesses are subject to relatively high levels of Governmental regulation, and the economics of certain Group businesses are dependent on Governmental supports. Accordingly, in addition to the normal business risks associated with the performance of national economies, business performance and growth prospects may also be impacted by uncertain or changing Governmental support and regulatory policies. |
| - | The Group’s waste, solar energy, wind energy and ethanol businesses operate in highly competitive market environments and the future prospects of these businesses is dependent on the Group’s continued ability to compete effectively in those markets as well as the change in size of those markets depending on the level of economic growth. |
| - | The Group is exposed to commodity price risk. Commodity price risk arises as a result of contracted or forecast sales not being fully matched by production or procurement contracts with equivalent volumes, time periods and pricing. The risk is that market prices for commodities will move adversely between the time at which sales prices are fixed or tariffs are set and the time at which the purchase cost is fixed, thereby potentially reducing expected margins. The Group monitors exposure to commodity price risk using a combination of volumetric financial and value at risk measures. Where appropriate, risk contracts operate to govern the magnitude of these exposures. Commodity price risk is managed through a mixture of own production and procurement and sales contracts, using fixed and variable pricing. |
| - | A significant proportion of the Group’s business operations are based in the United States and the United Kingdom. Significant movements in US dollar and Sterling exchange rates have an impact on the Group’s investment portfolio and on reported operating results. Currency risk is managed using appropriate hedging strategies. |
| - | The further development of the Group’s businesses will be dependent on the continued ability of the Group to secure adequate and appropriate sources of funding, at an appropriate cost, to finance that development. |
| - | The Group is subject to stringent environmental and health and safety laws and regulations which could result, in certain circumstances, in compliance costs over and above those currently being borne by the Group. |
| - | As the Group businesses operate in specialised industries, the Group has an exposure to loss of key management. There is a Strategic HR director and plans in place to manage this risk. |
Financial Risk Management
The principal objective of the Group’s financial risk management policy
is one of profit protection through the use of products designed to mitigate
risk at a reasonable cost. Key financial risks are reviewed on an on-going
basis by the Board and management, at Group and business levels, in accordance
with the Group’s risk management policies and guidelines. The Group does
not trade in financial instruments nor does it enter into any leveraged
derivative transactions. The three key financial risks managed by the Group
on an ongoing basis are interest rate, credit and currency risks.
Interest Rate
The objective of the Group’s interest rate management policy is to protect
the Group’s debt from adverse changes in interest rates which, if they
occurred, would have a material impact on cash flow and reported annual
results.
Credit
The Group enters into transactions with a variety of financial institutions
for the purposes of placing deposits and entering into hedging and other
financing arrangements. From a credit risk management perspective, it is
the Group’s policy to spread such transactions across a number of high
credit quality financial institutions.
Currency
The Group’s reporting currency is the euro. Exposures to other currencies
that arise in the course of ordinary trading, principally sterling and
the US dollar, are monitored on an on-going basis and managed using appropriate
hedging strategies.
Performance Monitoring
In reviewing and monitoring the performance of individual Group businesses,
and in addition to reviewing business performance against annual budgets
and periodic reforecasts, the Board pays particular attention to identifying
and monitoring Key Performance Indicators (“KPIs”). The principal KPIs
monitored by the Board include:
| • | Monthly accident and days lost statistics in relation to Health & Safety at all Group locations. |
| • | Solar energy: construction project progress reports and solar pilot project performance. |
| • | Wind energy: construction project progress reports and windfarm productivity. |
| • | Waste management: waste intake tonnage, recovery and recycling rates, processing costs per tonne and landfill gate prices. |
| • | Roads: traffic volumes, traffic mix, average pricing and costs. |
| • | Ethanol: yield performance, production volumes, net revenues per gallon. |
The Board, with advice from the Audit Committee, has completed its annual
review of the system of internal control in accordance with the Turnbull
Guidance (Revised guidance published in October 2005) and is satisfied
that it is in compliance with that guidance. The assessment included consideration
of the effectiveness of the Board’s ongoing process for identifying, evaluating
and managing the risks of the business and a review of the work of the
Audit Committee in examining annual reports of internal control and business
risks completed by the principal subsidiaries. The Directors consider that
there have been no weaknesses in internal control which have resulted in
any material losses, contingencies or uncertainties requiring disclosure
to shareholders.
Meetings
There were 13 full meetings of the Board during the year ended 31 March
2009. Details of Directors’ attendance are set out below. The Chairman
sets the agenda for each meeting, in consultation with the Chief Executive
and Company Secretary. A number of visits are made each year, by the Board,
to Group operations.
The Chairman holds meetings with the non-executive Directors without the
executive Directors present.
Where Directors have concerns which cannot be resolved about the running
of the Company or a proposed action, these concerns are recorded in the
Board minutes. On resignation, non-executive Directors may provide a written
statement of any concerns they may have.
Attendance at Board and Board Committee meetings during
the year ended 31 March 2009
Board |
Audit |
Finance |
Remuneration |
Nominations |
||||||
| A | B | A | B | A | B | A | B | A | B | |
| T. Roche | 13 | 13 | - | - | - | - | 4 | 4 | 1 | 1 |
| J. Barry | 13 | 13 | - | - | - | - | - | - | 1 | 1 |
| B. Kearney | 13 | 13 | 2 | 2 | - | - | 4 | 4 | 1 | 1 |
| M. King | 6 | 6 | - | - | - | - | - | - | - | - |
| C. Nash | 13 | 13 | 2 | 2 | - | - | - | - | 1 | 1 |
| D. Tierney | 13 | 12 | 2 | 2 | - | - | 4 | 4 | 1 | 1 |
| M. Walsh | 13 | 13 | - | - | - | - | - | - | - | - |
Column A – indicates the number of meetings held during the period the
Director was a member of the Board and/or Committee.
Column B – indicates the number of meetings attended during the period
the Director was a member of the Board and/or Committee.
The Company has complied throughout the year with the relevant provisions
of the Combined Code on Corporate Governance except that:
| - | the majority of Board Directors are not independent; |
| - | share options have been granted to non-executive Directors and there is no restriction on the disposal of shares after the exercise of such options; |
| - | the Chairman of the Board is not an independent Director; |
| - | the Chairman and one of the members of the Remuneration Committee are not independent Directors; |
| - | the majority of the members of the Nominations Committee are not independent; |
| - | the Audit Committee does not have three independent non-executive directors; |
| - | the Senior Independent Director has not attended meetings with major shareholders, but has been available to meet shareholders. No meetings were requested by any shareholder with the Senior Independent Director; |
| - | formal structures for staff to raise concerns about possible improprieties in the Group were not in place during the year; |
| - | disclosure of directors’ remuneration is not included within the Annual Report by individual director. |
Directors’ Responsibility Statement
The Directors are responsible for preparing the Annual Report and the Group
and Company financial statements, in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Group and Company financial
statements for each financial period. Under that law, the Directors have
elected to prepare the Group and Company financial statements in accordance
with International Financial Reporting Standards (IFRS) as adopted by the
EU, and in the case of the Company, as applied in accordance with the Companies
Acts 1963 to 2009.
The financial statements are required by law and IFRS, as adopted by the
EU, to present fairly the financial position and performance of the Group
and Company. The Companies Acts 1963 to 2009 provide in relation to such
financial statements that references in the relevant part of that Act to
financial statements giving a true and fair view are references to their
achieving a fair presentation.
In preparing each of the Group and Company financial statements, the Directors
are required to:
| • | select suitable accounting policies and then apply them consistently; |
| • | make judgments and estimates that are reasonable and prudent; and |
| • | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business. |
The Directors are responsible for keeping proper books of account that
disclose with reasonable accuracy, at any time, the financial position
of the Company and the Group and enable them to ensure that its financial
statements comply with the Companies Acts 1963 to 2009. They are also responsible
for taking such steps as are reasonably open to them to safeguard the assets
of the Group and to prevent and detect fraud and other irregularities.
The Directors are also responsible for preparing a Directors’ report that complies with the requirements of the Companies Acts 1963 to 2009.
Accounting Records
The measures which the Directors have taken to ensure that proper accounting
records are kept are the adoption of suitable policies for recording transactions,
assets and liabilities and the appropriate use of computer and documentary
systems. The Company accounting records are kept at Burton Court, Burton
Hall Drive, Sandyford, Dublin 18.
Going Concern
After making enquiries, the Directors have a reasonable expectation that
the Group and the Company have adequate resources to continue in operational
existence for the foreseeable future. Accordingly, they continue to adopt
the going concern basis in preparing the financial statements.
Auditor
In accordance with section 160 (2) of the Companies Act 1963, the auditor,
KPMG will continue in office.
Annual General Meeting
The Annual General Meeting of the Company will be held at the Westbury
Hotel, Grafton Street, Dublin 2 on 10 September 2009 and your attention
is drawn to the circular and the Notice of the Meeting enclosed with this
report which sets out details of matters to be considered at the Annual
General Meeting.
On behalf of the Board
| Tom Roche | Jim Barry |
| Chairman | Chief Executive |
16 July 2009