Report of the directors

The directors present their report and the audited financial statements of the Company for the year ended 31 December 2010. 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 £43.0 million (2009: £64.2 million). An interim dividend of 1.025p per ordinary share was paid on 24 September 2010 to ordinary shareholders. The directors recommend a final dividend for the year of 1.725p per ordinary share which, if approved at the Annual General Meeting, will be payable on 6 July 2011 to ordinary shareholders registered at 17 June 2011. The total dividend for the year will then amount to 2.75p per ordinary share (2009: 2.50p).

Principal activity /

The principal activity of the Company is that of a holding company based in London. Its subsidiaries and related companies provide a broad range of services in the areas of media communications and market research.

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.

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 Aegis Media and Synovate 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 19 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 33 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 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 2010, the Group had 50 days’ purchases outstanding (2009: 50 days). The creditor day analysis is not applicable to the holding company.

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