18 AVESCOGROUPPLC ANNUAL REPORT 2009
www.avesco.com
DIRECTORS’ REPORT
For the year ended 30 September 2009
The Directors have pleasure in presenting their report and the audited financial statements for the year ended 30 September 2009.
Principal activities, review of the business and future developments
The Group's principal activity during the year was the provision of services to the corporate presentation, entertainment and broadcast markets.
The Chairman's statement on page 02, the Chief Executives Review on page 03 and the Financial Review on pages 04 to 05 give further information regarding
the performance and prospects of the business and the risks therein.
Dividends
The Directors do not recommend payment of a dividend for the year ended 30 September 2009 (2008: 3.5 pence per ordinary share).
Share issues
During the year, no shares were issued and the Company did not exercise the authority given at the Annual General Meeting of the Company in 2009 to
purchase its own shares. The existing authority for the Company to make purchases of its own shares is due to expire on 11 March 2010, the date of the
forthcoming Annual General Meeting, when a resolution for its renewal will be proposed to shareholders.
Directors
Details of the current Directors are given on page 17. Mr Murray's full surname is Murray-Obodynski but he is referred to in the annual report by the name under
which he is generally known in the industry. Mr Blackall and Mr Maxwell both resigned as Directors on 5 March 2009. The other Directors all served throughout
the period.
In accordance with the Articles of Association of the Company, Mr Andrews and Mr Christmas both retire by rotation and each offers himself for re-election at the
Annual General Meeting.
Details of Directors’ emoluments for the year together with the Directors’ Interests in shares and long term share incentives are provided in the Remuneration
Report on pages 20 to 21.
Substantial interests
At 14 January 2010, the Company had been notified or was aware of the following holdings of 3% or more of the total voting rights of the Company:
Shareholder Ordinary shares Percentage of voting rights
RA Murray 4,698,771 18.78%
Herald Investment Management Limited 2,775,000 11.09%
JP Morgan Asset Management (UK) Ltd 2,604,271 10.41%
J O Hambro Capital Management Ltd 1,750,000 6.99%
P. Smith and S. King 1,225,000 4.90%
Chelverton Asset Management Ltd 1,107,014 4.42%
Directors Dealing Investment Trust plc 1,027,018 4.10%
Ingalls & Snyder LLC 770,104 3.08%
Going concern
The Directors believe, after making appropriate enquiries, that the Group has adequate resources to continue in operation for the foreseeable future. For this
reason they continue to adopt the going concern basis in preparing the financial statements.
Payment policy to suppliers
The Group does not follow a published code on payment practice but has standard terms and conditions of purchase based on which it agrees terms and
conditions for its business transactions with suppliers. It is our policy that, subject to the terms and conditions being met by the supplier, payment is made on
those terms.
The Company did not have any outstanding trade creditors at 30 September 2009.
Employee involvement
The Board recognises the crucial role which quality, motivated employees play in the success of the Group. Employee involvement at all levels is encouraged.
Employees receive a regular staff newsletter and are kept informed of financial and other developments around the Group through a series of presentations by
senior management. Certain employees are able to share in the success of the Group through participation in the Company’s Long Term Incentive Plan and
other incentive arrangements. It is the policy of the Group to recruit, develop and promote people on merit and to treat everyone equally regardless of their race,
colour, ethnic origin or nationality, age, gender, marital status, sexual orientation, disability, religion or belief. The Group gives full consideration to the possibility of
employing disabled persons wherever such opportunities exist. Those employees who become disabled are given the opportunity and assistance to continue in
their employment or to be trained for other, more suitable positions.
Directors’ Indemnities
The Company has purchased insurance to cover its Directors and officers against the costs of defending themselves in legal proceedings taken against them in
that capacity and in respect of any damages resulting from those proceedings. The insurance does not provide cover where the Director has acted fraudulently
or dishonestly.
The Company has also provided an indemnity for its directors, which is a qualifying third party indemnity provision for the purposes of section 234 of the
Companies Act 2006. A copy of the indemnity is available for inspection at the Company’s registered office during normal working hours.
Environmental
Although the Group does not have a formal environmental policy, the Group does recognise the importance of environmental responsibility. The Group believes
that its activities have a low impact on the environment.
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