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REVIEW OF BUSINESS, PRINCIPAL ACTIVITIES, RESULTS AND POST BALANCE SHEET EVENTS
This is contained within pages 2 to 28 and note 36 to the accounts of the printed document.
DIVIDENDS
An interim dividend of 3.275p net per Ordinary share was
paid on 16 August 2002. The directors recommend the
payment of a final dividend of 5p net per Ordinary share,
on 7 April 2003 to Ordinary shareholders on the register
on 28 February 2003.
DIRECTORS
Directors’ responsibilities
Directors are required by the Companies Act 1985 to ensure
that financial statements for each financial year are prepared
which give a true and fair view of the state of the Company and
the Group as at the end of the financial year and of the profit
or loss for that period. In preparing the financial statements,
the directors confirm that suitable accounting policies have
been used and applied consistently; reasonable and prudent
judgements and estimates have been made; and the financial
statements have been drawn up on a going concern basis.
Applicable accounting standards have been followed.
It is also the directors’ responsibility to ensure that
adequate accounting records are maintained; to safeguard the
assets of the Company and the Group; to maintain a system
of internal financial control; and to prevent and detect fraud
and other irregularities.
Board of directors
The Company ensures that it recruits to the Board only
individuals of sufficient calibre, knowledge and experience
to fulfil the duties of a director appropriately. All
directors are given appropriate briefing on appointment
and individual training needs are met as required. The
Carlton Board currently comprises the Chairman, the Chief
Executive and the Finance Director, along with five non-executive
directors. The biographies of the current directors illustrate
their range of experience, which ensures an effective
board to lead and control the Company. All the directors
served on the Board for the whole year under review except
P C Murray who was appointed as Finance Director on 1
January 2002. N N Walmsley served as Deputy Chief Executive
and B A Cragg served as Finance Director until 31 December
2001. G M Murphy, the Chief Executive, is due to stand
down from the Board on 31 January 2003.
The Board meets regularly, normally eight times throughout
the year. It retains full and effective control over the
Company and monitors the executive management. The Board
is supplied in a timely manner with information in a form
and of a quality appropriate to enable it to discharge
its duties. Board meetings follow a formal agenda and
the Board has a formal schedule of matters specifically
reserved to it for decision. The Company Secretary and
Finance Director are responsible for ensuring that applicable
rules and regulations are complied with and that Board
procedures are followed. All directors have access to
the advice and services of the Company Secretary and,
if required, external professional advice at the Company’s
expense.
All directors are subject to re-election by shareholders
at the first opportunity after their appointment. Pursuant to
the Company’s articles, all directors are required to retire by
rotation and offer themselves for re-election at least every
three years.
M P Green, L F Hill and Sir Brian Pitman will retire by
rotation and offer themselves for re-election at the 2003
Annual General Meeting. Sir Brian Pitman, aged 71, has been
invited to offer himself for re-election as the Board continues
to believe that his business experience and ability are valuable
and his re-election is in the best interests of shareholders.
None of the retiring directors has a service contract with the
Company. Biographies of the directors offering themselves
for re-election at this year’s AGM appear
here.
Non-executive directors
The five non-executive directors carry significant influence in
Board decisions. With their differing backgrounds, they bring
a wide range of experience and expertise to the Company’s
affairs and an independent judgement on issues of strategy
performance and resources. Appointments are normally for
an initial term of three years, which may be extended by
mutual consent for additional periods. Given the calibre and
experience of the non-executive directors, the Board does
not consider it currently necessary to appoint a senior
independent non-executive director. Of the non-executive
directors, the Board considers E M de Villiers, L F Hill,
Sir Sydney Lipworth and Sir Brian Pitman to be independent.
Audit committee
The audit committee is comprised solely of non-executive
directors; Sir Sydney Lipworth (Chairman of the committee),
E M de Villiers and L F Hill all of whom the Board considers
to be independent.
The Company’s audit committee meets at least four times
a year to monitor the accounting policies, internal controls
and financial reporting of the Group. The duties of the audit
committee also include keeping under review the scope and
costs of audit and the nature and extent of non-audit services
provided by the auditors. The external auditor attends all the
meetings and has direct access to the committee Chairman.
Nomination committee
A nomination committee, consisting of two non-executive
directors and the Company Chairman, is responsible for
reviewing and making recommendations to the Board on the
appointment of directors. The members of the nomination
committee are: M P Green (Chairman of the committee),
Sir Sydney Lipworth and Sir Brian Pitman.
Directors’ interests 
Click on the icon to view details of the directors’ interests in the
Company’s Ordinary shares.
Remuneration committee
The remuneration committee is comprised solely of the
following non-executive directors: Sir Brian Pitman (Chairman
of the committee), E M de Villiers, L F Hill and Sir Sydney
Lipworth, all of whom the Board considers to be independent.
The committee deals with the remuneration of the executive
directors on behalf of the Board. The Company’s Chairman
and Chief Executive assist the committee except in relation
to matters specifically concerning their own remuneration.
The Committee does not retain a firm of remuneration consultants,
but seeks professional advice on an ad hoc basis.
The remuneration report of the Board can be found here.
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