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The Directors submit their report
and audited financial statements of
the Company, International Power plc,
and the Group, which includes its
subsidiary undertakings, for the year
ended 31 December 2002.
Introduction
The operating and financial review,
the discussion on corporate governance,
the corporate social responsibility review,
the discussion in respect of employees
and the Directors‘ remuneration report
form part of this report.
The audited financial statements are
presented in the Financial Statements section.
Directors
The names and biographical details of
the current Directors of the Company
are given on pages 22 and 23.
Dennis Hendrix who became a Director
of the Company in 1997, served as a
Non-Executive Director during the year
until he retired from the Board on
23 May 2002.
Principal activity
The Group’s principal activity is the
generation of electricity.
Dividend
The Directors do not propose the
payment of a dividend for the year
ended 31 December 2002.
Charitable and political donations
The Company does not make political
donations. Details of charitable donations
are set out on page 34.
Research and development
For the period 1 January 2002 to
31 December 2002 expenditure on the
research and development programme
was zero. We will look to take advantage
of technical advances as they arise but,
currently, pure research is not a core
element of the business of International
Power. We continue to seek to develop
power stations in the regions in which
we operate.
Share capital
Resolutions will be proposed at the
2003 Annual General Meeting (AGM)
requesting shareholders to renew for
a year the partial disapplication of
shareholders‘ statutory pre-emption rights
over Ordinary Shares and to renew the
authority to purchase a proportion of
the Company’s shares.
An explanation of these and other
resolutions being proposed at the 2003
AGM will be given with the Notice of
AGM, which will be sent to shareholders
during April 2003.
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Employee shares held in trust
At 31 December 2002, 1,917,414
International Power Ordinary Shares were
held in trust for the benefit of current and
former employees of the Company. The
shares had a nominal value of £958,707
and a market value of £1,835,923. The
currently operational employee share
plans for which these shares may be
utilised are the demerger LTIP, the
2002 Performance Share Plan, Profit
Sharing Share Scheme and the
Demerger Share Plan.
| Substantial shareholdings |
No of shares |
|
| Merrill Lynch Investment
Managers Ltd |
134,400,721 |
12.02% |
| Franklin Resources, Inc |
42,797,512 |
3.83% |
| AXA S.A. |
39,905,357 |
3.57% |
| Legal & General Investment
Management Limited |
34,230,622 |
3.06% |
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Substantial shareholdings
As at the date of this report, the
Company is aware of the interests in 3%
or more of the issued share capital of the
Company as shown in the table above.
Going concern
The Directors are satisfied that the
Company and the Group have adequate
resources to continue to operate for the
foreseeable future. For this reason, they
continue to adopt the ‘going concern’
basis for preparing the accounts.
Auditors
A resolution to re-appoint KPMG Audit Plc
as auditors of the Company and authorise
the Directors to agree their remuneration
will be proposed at the AGM.
Prompt payment policy
International Power aims to observe the
highest standards of business practice as
both a buyer and a seller of products and
services. International Power’s average
number of days outstanding in respect of
trade creditors at 31 December 2002
was 34 days.
By order of the Board
Stephen Ramsay
Company Secretary
6 March 2003
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