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The directors present their annual report to
shareholders together with the audited financial
statements for the year ended 31 March 1999.
Principal Activities and Business Review
These activities were expanded on 27 April 1998
through the acquisition of Argos plc, a high street
catalogue retailer.
The review of the results for the year and an
indication of future developments appear in
the Chairman's Statement.
Profit and Dividends
Directors
Mr. Terry Duddy, the Chief Executive of Argos
Distributors Limited, was appointed to the Board on
3 November 1998. As the appointment was made
after the date of the last Annual General Meeting,
he will retire in accordance with the Company's
Articles of Association and a resolution proposing
his re-election will be submitted at the Annual
General Meeting. The other named directors held
office throughout the year to 31 March 1999.
The directors retiring by rotation are
Mr. Victor J. Barnett, Mr. David G. Bury,
Mr. Alan J. Smart and Mr. David A. Tyler who,
being eligible, offer themselves for re-election.
During the year the Company maintained liability
insurance for its directors and officers.
Interests of directors, who held office at 31 March
1999, in the shares of the Company and its
subsidiaries appear on page 35. There has been
no change in the directors' interests in shares or
options granted by the Company between the end
of the financial year and 1 June 1999.
Acquisitions
Experian completed a number of small strategic
acquisitions in Argentina, Germany, Ireland, Italy
and the Netherlands.
Substantial Shareholding
Annual General Meeting
The Notice of Meeting is included in a
Circular to Shareholders. Resolutions 1 to 8 deal
with the receipt of the report of the directors and
the financial statements of the Company for the
year to 31 March 1999, together with the report
of the auditors, the declaration of a final dividend,
the re-election of directors and the re-appointment
of PricewaterhouseCoopers as auditors and the
authorisation of the directors to fix their
remuneration. In addition, the directors will
propose resolutions covering the following matters:
By a Special Resolution passed at the Annual
General Meeting of the Company held on
9 September 1998, authority was given for
the Company to make market purchases of up
to 9.9 per cent of the issued Ordinary share
capital of the Company. Since this authority
expires at the 1999 Annual General Meeting,
Special Resolution 9 will be proposed to
renew the authority to purchase up to
9.9 per cent of the issued Ordinary share
capital. The Company will only exercise the
power of purchase after careful consideration
and only in circumstances where, in the light
of the market conditions prevailing at the time,
it is satisfied that it is in the best interests of
the shareholders of the Company generally
to do so and where there would be a resulting
increase in earnings per share.
(b) Powers to allot shares and disapplication
of pre-emption rights
Resolution 10, which will be proposed as
an Ordinary Resolution, seeks to renew the
directors' authority under Section 80 of the
Companies Act 1985 to allot unissued share
capital up to an aggregate nominal amount of
£61,056,820 being approximately 24 per cent
of the Company's issued Ordinary share capital
(and representing the whole of the unissued
Ordinary share capital) as at 1 June 1999.
Resolution 11, which will be proposed as a
Special Resolution, grants the directors power
to allot shares for cash without first offering
those shares pro rata to existing shareholders
up to an aggregate nominal amount of
£12,572,159 representing 5 per cent of the
Company's issued Ordinary share capital as
at 1 June 1999 being a date not more than
one month prior to the date of this report.
The directors consider that it is in the best
interests of the Company and its shareholders
generally that they should have the flexibility
conferred by the above authorities to make
small issues of shares for cash as suitable
opportunities arise, although they have no
present intention of exercising either of these
authorities. Both of these authorities will
expire at the earlier of 28 October 2000 and
the conclusion of the Annual General Meeting
to be held in 2000.
(c) Adoption of long term incentive plan
Resolution 12 seeks to approve the adoption
of a new executive long term incentive plan.
The reasons for the introduction of this plan,
the scope of the plan and the intended
participants are indicated in a Circular to
Shareholders dated 29 June 1999 and the
main terms of the plan are summarised
in the Appendix to that Circular.
(d) Change in Articles of Association
Article 76.1 of the Company's Articles of
Association provides for the retirement of
directors by rotation. It states that at each
annual general meeting, one third of directors,
or, if their number is not an integral number of
three, the nearest number to one third, but not
exceeding one third, shall retire from office but
so that if there are fewer than three directors
who are subject to rotation, one shall retire.
It is possible therefore that a director could be
in office for a period of more than three years
before seeking re-election and, in order to
comply with Provision A.6.2 of the Combined
Code which states that directors should seek
re-election at intervals of no more than three
years, it is proposed in Resolution 13 that an
appropriate change to deal with this be made
to the Articles of Association.
Charitable and Political Donations
In the year ended 31 March 1999, the Group's
funding of the GUS Charitable Trust amounted
to £505,000. In addition the Group contributed
£142,000 directly to UK charitable organisations
as a result of donations made by its newly acquired
Argos subsidiary.
No political contributions were made.
Employment Policies
Employee Involvement
Information on matters of concern to employees
is also disseminated through conferences, meetings,
publications and electronic media.
Environmental Policy
General Principles
As one of the largest companies in the United
Kingdom, GUS has a responsibility to consider
its impact upon the environment. It wants to be a
good corporate citizen and its environmental policy
provides the framework against which it will
measure its performance and manage its activities.
It intends to:
A preliminary review of our environmental impacts
has been undertaken. A wide range of issues is
being managed but three priority areas have been
set. These are major impacts, where it is believed
improvements can be made. The priorities are:
This policy will be implemented through an
environmental management plan. Each Group
business will develop its own local policy, based on
this one. Local Environmental Committees will be
appointed to set targets in line with corporate
goals, and to take action. The Committees will
also act as a reporting mechanism, as a basis for
preparing an environmental report for the Group.
There is a commitment to getting external
guidance and support through this process. The
intention is to review this policy regularly, to
ensure that it reflects the Group's impacts and
activities.
Creditor Payment
Auditors
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