The directors submit their report, together with the audited financial statements for the year ended 31 March 2009 (the year).
Principal activities, business review and results
Man Group plc (the Company) is the holding company for the Man group of companies (the Group) and is domiciled and incorporated in the United Kingdom. Details of the principal operating subsidiaries are here.
The Company is required to set out in this report a fair review of the business of the Group during the year and of its position at the end of the year and a description of the principal risks and uncertainties facing the Group. This information can be found in the following sections of the Annual Report, which are incorporated by reference in this Directors' Report:
- Business Review, including forward facing statements within the Chief Executive's Review
- Financial Review
The directors have considered whether there are any contracts which are essential to the business and have concluded that there are none.
The Company's audited financial statements can be found here.
Dividends
The directors recommend a final dividend of 24.8 US cents per ordinary share giving a total of 44 US cents per ordinary share for the year. Subject to shareholder approval at the Annual General Meeting, the final dividend will be paid in sterling on 21 July 2009, at a rate of 15.47 pence per ordinary share, to shareholders on the register at the close of business on 3 July 2009. The shares will be quoted ex-dividend from 1 July 2009. The Dividend Reinvestment Plan will be available in respect of this dividend.
Purchase of the Company's shares
During the year, the Company purchased in the market for cancellation 30.5 million of its ordinary shares of 33/7 US cents each at a total cost of $280 million.
All purchases were undertaken at share prices that would increase earnings per share. These transactions represented some 1.79% of the issued ordinary share capital at 31 March 2009. As at 28 May 2009, the Company had an unexpired authority from the previous year's Annual General Meeting to purchase further shares up to a remaining maximum of 141,197,351 ordinary shares.
Directors
Biographical details of the current directors of the Company, who all held office throughout the year, are here. Stanley Fink also served as a director and Deputy Chairman during the year until his retirement on 10 July 2008.
In accordance with the Company's Articles of Association, Jon Aisbitt and Peter Clarke will retire by rotation at the 2009 Annual General Meeting and being eligible will offer themselves for re-appointment. Glen Moreno also retires at the Annual General Meeting this year and will not be seeking re-appointment.
Directors' interests and indemnities
Details of directors' interests in the share capital of the Company are set out in the Remuneration Report. There have been no changes in the directors' share interests between 31 March 2009 and the date of this Report.
At no time during the year did any director hold a material interest in any contract of significance with the Company or any of its subsidiary undertakings other than in the service contracts between each executive director and the Company. The Company has purchased and maintained throughout the year directors' and officers' liability insurance. The directors also have the benefit of the indemnity provisions set out in the Company's Articles of Association.
Share capital and takeover related provisions
Following the implementation of paragraph 13, Part VII, Schedule 7 of the Companies Act 1985, (inserted by Section 992 of the Companies Act 2006), the Company is required to make the following disclosures which are not fully covered elsewhere in this Annual Report.
Share capital
Details of the Company's authorised and issued share capital as at 31 March 2009 are set out in Note 19 here.
Details on the Company's Fixed Rate Perpetual Subordinated Capital Securities are set out in Note 21 in the Notes to the Group Financial Statements.
A holder of ordinary shares of 33/7 US cents each in the capital of the Company is entitled to one vote per ordinary share held when a vote is taken on a poll and one vote only when a vote is taken on a show of hands.
The Deferred Dollar Shares have no voting rights and may only be transferred to the Company. Such buy-back is expected to take place in December 2009 in accordance with the terms of the B and C share schemes. The Deferred Sterling Shares have no voting rights and are freely transferable.
Subject to certain standard restrictions on transfer contained in the Company's Articles of Association, such as that the directors may decline to register a transfer of a share that is not fully paid up, there are no restrictions on the transfer of ordinary shares.
There are no securities carrying special rights with regard to control of the Company.
Fuller details of the rights and obligations attaching to shares are set out in the Company's Articles of Association.
Substantial voting interests
As at 21 May 2009 the following voting interests in the ordinary share capital of the Company, disclosable under the Disclosure and Transparency Rules of the Financial Services Authority had been notified to the Company:
| % | |
| AXA S.A. | 9.03 |
| Legal & General Plc and its subsidiaries | 6.28 |
| FMR LLC | 4.99 |
| Baillie Gifford & Co | 4.98 |
| BlackRock Group | 4.95 |
Powers of directors
The Company's Articles of Association give a power to the Board to appoint directors, but also require directors so appointed to retire and submit themselves for reappointment at the first Annual General Meeting following their appointment and for reappointment no later than the third Annual General Meeting after their last appointment. Shareholders may also appoint directors who are then subject to the same reappointment requirements at least once every three years. The Articles give the power to a director to appoint any person to be his alternate subject to the appointment of such person who is not another director being approved by the Board. Directors' and employees' employment contracts do not provide for compensation for loss of office or employment as a result of a takeover bid.
The Board is responsible for the management of the business of the Company and may exercise all the powers of the Company subject to the provisions of relevant statutes and the Company's Memorandum and Articles of Association. A copy of the Memorandum and Articles is available on request from the registered office of the Company. The Articles may be amended by special resolution of the shareholders.
Credit facilities
The Company acts as one of the guarantors of a number of Group companies which are the borrowers under a credit facility entered into in June 2007 with various financial institutions, pursuant to which the lending banks agreed to make available to the borrowers a multicurrency revolving facility and a dollar swingline advance facility for the repayment of an earlier facility and general corporate purposes. In the event of a change of control of the Company, any lending bank may propose such revised terms, if any, that it requires to continue participating in the facility. To the extent that the Company cannot agree such revised terms with the relevant bank, such bank may cancel the whole of its commitments and require the repayment of its outstanding advances under the facility.
Employee share incentive schemes
The Company's employee share incentive schemes contain provisions whereby, upon a change of control of the Company, outstanding options and awards would vest and become exercisable, subject (in the case of certain schemes only) to the satisfaction of any performance conditions at that time and/or any time pro-rating of options and awards.
Significant agreements
The directors are not aware of any significant agreements to which the Company and/or any of its subsidiaries is a party that take effect, alter or terminate upon a change of control of the Company following a takeover bid.
Financial risk management
Financial instruments are used by the Group in the ordinary course of business. A discussion of financial risk management objectives and policies is included in the Risk Management section of the Annual Report. Further quantification of the Group's exposures to financial risks is included in Note 9 in the Notes to the Group Financial Statements.
Credit payment policy
It continues to be the Group's policy to honour all of its contractual commitments and this includes paying suppliers according to agreed payment terms.
The Company, being a holding company, had no external trade creditors at 31 March 2009 or 31 March 2008.
Employees, corporate responsibility and charitable donations
The Company's policies on employees, corporate responsibility and charitable donations are discussed here and on the inside back cover respectively.
During the year the Company committed $10 million (2008: $26 million) to the Man Group plc Charitable Trust and charity committees of our overseas offices.
During the year the Company did not make any political donations to any political party or other political organisation and did not incur any political expenditure within the meaning of Sections 362 to 379 of the Companies Act 2006.
By Order of the Board
Kevin Hayes
Company Secretary
28 May 2009
