Directors' report

The Directors have pleasure in presenting their Annual Report and Accounts for the year ended 31 March 2016. The Corporate Governance report forms part of this report. An indication of likely future developments is included in the strategic report. Information about the use of financial instruments by the Group is given in note 38 to the financial statements.

Dividends

The Directors are recommending the payment on 1 August 2016 of a final dividend of 8.9p per ordinary share to shareholders on the register at the close of business on 8 July 2016 which, together with the net interim dividend of 3.8p per ordinary share paid on 8 January 2016, results in a total net dividend for the year of 12.7p per share (FY15: 11.5p). In addition, a special dividend of 30p per ordinary share was paid on 24 July 2015.

Dividend Tax Allowance

From April 2016, dividend tax credits will be replaced by an annual £5,000 tax free allowance. This allowance will apply to all dividend income across an individual’s entire share portfolio. For dividends received in excess of the allowance, individuals will pay tax based on their personal circumstances and income tax bracket.

The Company will continue to provide registered shareholders with a confirmation of the dividends paid.

Greenhouse Gas Emissions Reporting

Global tonnes
of CO2e
FY16
Global tonnes
of CO2e
FY15
Combustion of fuel and operation of facilities 7,783 6,815
Electricity, heat, steam and cooling purchased for own use 3,468 3,862
Total 11,251 10,677
Tonnes of CO2e per thousand customers 1.59 1.68

We have reported on all of the emission sources required under the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulation 2008 as amended in August 2013. The reporting boundary used for collation of the above data is consistent with that used for consolidation purposes in the financial statement. We have used the GHG Protocol Corporate Accounting and Reporting Standard (revised edition), data gathered to fulfil our requirements under the CRC Energy Efficiency scheme, and emission factors from the UK Government’s GHG Conversion Factors for Company Reporting 2014 to calculate the above disclosures.

Capital Structure

Details of the issued share capital, together with details of shares issued during the year, are set out in note 24. On 20 July 2015 following the payment of a special dividend, the Company’s ordinary shares were consolidated on a 13 for 14 basis. There is one class of ordinary shares which carries no right to fixed income. Each share carries the right to one vote at a general meeting of the Company.

There are no specific restrictions on the size of a holding or on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities or on voting rights.

Details of employee share schemes are set out in note 35. No votes are cast in respect of the shares held in the Employee Benefit Trust and dividends are waived.

No person has any special rights of control over the Company’s share capital and all issued shares are fully paid. Subject to the Companies Act 2006 and any relevant authority of the Company in general meeting, the Company has authority to issue new shares.

The AGM held in 2015 authorised the Directors to allot shares in the capital of the Company within certain limited circumstances and as permitted by the Companies Act. A renewal of this authority will be proposed at the 2016 AGM.

Authority to purchase shares

The Company was authorised at the 2015 AGM to purchase its own shares, within certain limits and as permitted by the Articles of Association. A renewal of this authority will be proposed at the 2016 AGM. No shares were purchased during the year and no shares are held in Treasury.

Significant agreements – change of control

There are a number of agreements that take effect, alter or terminate upon a change of control of the Company such as commercial contracts, bank loan agreements, property lease arrangements and employees’ share plans. None of these are considered to be significant in terms of their likely impact on the business of the Group as a whole. Furthermore, the Directors are not aware of any agreements between the Company and its Directors and employees that provide for compensation for loss of office or employment that occurs because of a takeover bid.

Annual General Meeting

The 2016 Annual General Meeting of the Company is to be held on 15 July 2016. The notice of the meeting accompanies this report.

Disclosure of Information to Auditor

Each of the Directors confirms that:

  • so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
  • the Director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Resolutions proposing the reappointment of Deloitte LLP as auditor and authorising the Board to fix its remuneration will be put to the Annual General Meeting.

Fixed Assets

Capital expenditure on tangible fixed assets amounted to £8.7m (FY15: £5.8m) during the year.

Substantial Shareholdings

As far as the Directors are aware, no person had a beneficial interest in 3% or more of the voting share capital at 31 March and 24 May 2016, except for the following:

 As at 31 March 2016 As at 24 May 2016
Name Ordinary shares % Ordinary shares %
Invesco Ltd 64,649,094 21.0 64,643,584 21.0
Richard Harpin1 38,519,655 12.5 38,519,655 12.5
FIL Ltd 30,496,128 9.9 30,496,128 9.9
Woodford Investment Management LLP 16,560,085 5.4 16,560,085 5.4

1Includes an indirect interest of 28,500 shares.

Taxation status

The Company is not a close company within the meaning of the Income and Corporation Taxes Act 1988.

By Order of the Board

Anna Maughan
Company Secretary
24 May 2016