The directors submit their report, together with the audited financial statements for the year ended 31 March 2010 (the year).
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 set out here.
Information fulfilling the requirements set out in the Companies Act 2006, Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the FSA's Listing Rules and the Disclosure and Transparency Rules can be found in the following sections of the Annual Report and are incorporated by reference.
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Business review, including:
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Financial risk management and financial instruments Board of directors and directors' biographical details Statement of directors' responsibilities |
The directors consider that there are no contracts which are essential to the business.
The directors recommend a final dividend of 24.8 US cents per ordinary share giving a total of 44.0 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 20 July 2010, at a rate of 17.20 pence per ordinary share, to shareholders on the register at the close of business on 2 July 2010. The shares will be quoted ex-dividend from 30 June 2010. The Dividend Reinvestment Plan will be available in respect of this dividend.
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.
As at 21 May 2010 the following voting interests in the ordinary share capital of the Company, disclosable under the FSA's Disclosure and Transparency Rules had been notified to the Company.
| % | |
|---|---|
| AXA S.A. | 4.15 |
| Legal & General plc | 3.70 |
| BlackRock Inc | 10.16 |
As part of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations the Company is required to make the following disclosures which are not fully covered elsewhere in this Annual Report.
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 each of the Memorandum and Articles is available on request from the registered office of the Company.
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 Articles may be amended by special resolution of the shareholders. The directors are proposing amendments to the Company's Articles of Association at the 2010 Annual General Meeting, to incorporate changes brought about by the Companies Act 2006. Further information regarding these changes is set out in the Notice of Meeting to shareholders.
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 and employees employment contracts do not provide for compensation for loss of office or employment as a result of a takeover bid.
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 any time pro-rating of options and awards. Where shares are held in trust, the voting rights are not exercisable by the Trustees except in accordance with instructions from the participant.
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 2010 or 31 March 2009.
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
Rachel Rowson
Company Secretary
27 May 2010
